Terms of Use

1. General

1.1. Edge Opti Tech Ltd ("Company") operates and maintains a web-based platform through which any natural person or legal entity ("Person") entering into agreement with Company for the use of the Platform by agreeing to be bound by these Terms and Conditions (which shall also deem to include Company's privacy policy, incorporated herein by reference and forming an integral part hereof ("Agreement") ("User"), and complying therewith, may launch, process and manage SMS-based advertising campaigns by using the services offered by the Platform, which currently include (i) delivery of short text messages (each, a "Message") sent using the Platform to Persons subscribed to mobile services offered by a telecom operator (each, a "Subscriber"), (ii) storage of Messages until they are sent, (iii) receipt of Messages from Subscribers, and (iv) tools for campaign management, records analysis and statistics generation (collectively, "Services").

1.2. These Terms of Use govern User's access to and use of the Platform and Services. By accepting these Terms of Use, User represents that User has legal capacity to enter into the Agreement with Company and is not under the age of 16.

1.3. The User's access to and use of the Platform and Services are expressly conditioned on User's full compliance with these Terms of Use. By accessing or using the Platform and Services User agrees to be bound by these Terms of Use. If User is using the Platform and Services on behalf of an organization, User is agreeing to these Terms of Use for that organization and representing that User has the authority to bind that organization to these Terms of Use.

1.4. User acknowledges and agrees that Company may revise these Terms of Use, the Platform and the Services from time to time without notice. By continuing to access or use the Platform and Services after Company makes any such revision, User agrees to be bound by the revised Terms of Use, Platform and Services.

1.5. If User violates any of these Terms of Use, User's permission to use the Platform and Services will automatically terminate without any refund. Company reserves the right to revoke User's access to and use of the Platform and Services at any time, with or without cause. Company also reserves the right to cease providing or to change the Platform and Services at any time and without notice.

2. Services

2.1. Services shall be rendered only to Users who are bound by these Terms and Conditions and who comply therewith.

2.2. A User may only use the Services through API or through the dedicated web-interface assigned thereto under the Platform and located at https://smsedge.com, access to which is conditioned upon authentication by providing unique login name and password ("Personal Account").

2.3. Use of the Services is conditioned upon pre-payment of the prevailing fees then in effect, all as more fully set forth in the Personal Account. Such fees may be revised from time to time by Company at its sole discretion, without notice, and such new fees shall become binding and effective when appearing in the applicable segment of the Personal Account.

2.4. The balance of any fees paid for Services not yet used are referred to herein as "Balance". No service shall be rendered to any User unless such User's Balance is positive.

2.5. Messages may be limited in length, for technical or policy (including by third parties, such as telecom operators) reasons. Any Message exceeding such limitation shall be split into two or more separate Messages, each of which shall be sent and charged separately.

2.6. Upon each Message sent to a Subscriber, the Balance shall be reduced accordingly. A Message shall be deemed sent to a Subscriber upon its delivery by the Platform to such Subscriber's telecom operator.

2.7. When a Message is sent to a Subscriber, User shall be identified as the sender thereof. Such identification shall be made by a unique combination of Latin letters and/or numbers, which may be limited in length ("Alphanumeric Name"). Such Alphanumeric Name shall be elected by the User. Company may reject any Alphanumeric Name suggested by the User if such name contradicts the requirements specified in these Terms of Use or does not correspond to the requirements of any telecom operator.

3. Rules of Conduct

3.1. User hereby agrees and undertakes to:

• Submit and promptly provide User's true data as required upon registration and as may be required by the Company from time to time.
• At all times conduct User's activities in accordance with applicable law, including, without limitation, obtaining consent from each Subscriber for receiving Messages prior to sending any Messages thereto in such manner and form as required by applicable law.

3.2. User hereby agrees and undertakes NOT to (including by choice of Alphanumeric Name):

• Hold User out as sponsored by, endorsed by, or affiliated with the Platform;
• Misrepresent User identity or impersonate any Person, or use the Platform for any fraud or deceit;
• Send any Messages without obtaining the prior written consent of the Subscriber as required by applicable law;
• Use the Platform and Services to conduct or promote any illegal activities;
• Upload or transmit any form of virus, worm, trojan horse, or other malicious code;
• Make available junk messages or Spam;
• Attempt to interfere with any other Person's use of the Platform and Services, modify, translate, adapt, edit, decompile, disassemble, reverse engineer, lease, rent, distribute, or otherwise transfer any of the rights that User received from the Platform and Services.

4. Privacy

4.1. The privacy policy of the Platform and Services is set forth in the Privacy Policy and is incorporated hereto by reference to form an integral part of these Terms of Use.

5. Intellectual Property

5.1. User acknowledges and agrees that Company and its licensors (as applicable) retain sole, full and exclusive ownership of all intellectual property rights of any kind related to the Platform and Services, including copyrights, trademarks and other proprietary rights ("Intellectual Property Rights"). No license is granted hereunder to any Intellectual Property Rights.

5.2. Company welcomes and encourages feedback, comments and suggestions for improvements to the Platform and Services ("Feedback"). User acknowledges and agrees that all Feedbacks will be solely and exclusively Company's property and User hereby irrevocably assigns to Company all right, title and interest.

6. No Warranty

6.1. User acknowledges and agrees that Company is not, and does not intend to, substitute User or User's management or personnel in any way, and is not responsible to provide any service other than the Services offered by the Platform.

6.2. The Platform and Services are provided "as is", without warranty of any kind, either express or implied. Without limiting the foregoing, Company explicitly disclaims all warranties, express or implied, regarding the Platform and Services.

7. Limitation of Liability

7.1. SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DAMAGE, WHETHER DIRECT, INDIRECT OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

7.5. USER AGREES THAT USER'S SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THE AGREEMENT IS TO DISCONTINUE USING THE PLATFORM AND SERVICES.

8. Indemnification

8.1. User shall indemnify and hold harmless Company (including its affiliated entities, shareholders, directors, officers, employees, legal counsel, and agents) to the fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, penalties, judgments, liabilities, costs, expenses and disbursements.

9. Term and Termination

9.1. The Agreement between Company and User shall become effective only upon acceptance of these Terms of Use by User, and shall continue to be in effect until terminated by either Company or User.

9.2. User may terminate the Agreement at any time by discontinuing using the Services and accessing the Platform.

9.3. Company may terminate the Agreement at any time for any reason or no reason by notice sent to the User's email address provided thereby.

10. Severability

10.1. In the event that any provision of these Terms of Use is held to be invalid or unenforceable, the remaining provisions of these Terms of Use will remain in full force and effect.

11. Waiver

11.1. The failure of Company to enforce any right or provision of these Terms of Use will not be deemed a waiver of such right or provision.

12. Assignment

12.1. User may not transfer or assign its rights or obligations under these Terms of Use to any other Person without Company's express written pre-approval.

13. Law and Jurisdiction

13.1. These Terms of Use will be exclusively governed by the laws of the State of Israel and by the courts having jurisdiction in Tel Aviv, Israel.

14. Entire Agreement

14.1. These Terms of Use are the entire and exclusive agreement, and replace any prior agreements, between Company and User regarding the subject matter hereof.

For any questions about these Terms of Use, please contact Company at contact@smsedge.com.