MESSAGEGATE
TERMS AND CONDITIONS
.
These MessageGate Terms and Conditions (“Terms and Conditions”) of Service establish a legally binding contract between you (referred to as "Customer ", "you" ) and MESSAGEGATE BİLİŞİM ANONİM ŞİRKETİ organized and existing under laws of Türkiye with its head office located at CEVİZLİ MAH. TUGAY YOLU CAD. NO: 69 A İÇ KAPI NO: 34 MALTEPE/ İSTANBUL and with its company number 449421-5 (referred to as "MessageGate", "we," "our," or "us"), encompassing your utilization of our products, Software as a Service, services, information, contents, and tools, including the mobile application (referred to as the "App") and website (referred to as the "Platform"), collectively referred to as the "Services."
Your use of the Services in any way means that you agree to all of these Terms and Conditions, and these Terms and Conditions will remain in effect while you use the Services. Your use of or participation in certain Services may be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to comply with these Additional Terms as well.
These Terms and Conditions cover valuable information regarding the Services provided to you and any charges, taxes, and fees we bill you. The Terms and Conditions include information regarding the future changes to these Terms and Conditions, automatic renewals and limitations of liability. YOU ACKNOWLEDGE AND AGREE THAT, BY REGISTERING FOR AN PLATFORM ACCOUNT, DOWNLOADING THE APP OR ANY APP UPGRADES, USING THE APP ON YOUR MOBILE DEVICE, VISITING THE PLATFORM, ACCESSING OR USING THE SERVICES OR CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, YOU ARE SPECIFIED THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED VIA THE PLATFORM OR THE APP.; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, THEN YOU HAVE NO RIGHT USE OR REGISTER OR ACCESS THE SERVICES IN ANY MANNER.
These Terms and Conditions constitute a legally binding agreement between you and the MessageGate. The rights and obligations regulated under this Terms and Conditions are of a general nature. Special conditions and obligations of each of the Service to be provided to you under the Terms and Conditions are regulated separately under the subscription package of your choice.
MessageGate has right to modify, update, change, delete and addend these Terms and Conditions at its sole discretion. All new or changed terms shall become valid at the moment they are published.
NOW, WHEREAS you and MessageGate (each a “Party” and collectively “Parties”) both hereby agree to the Terms and Conditions.
All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified:
“Agency” refers to any service provider retained or hired by a Business Owner to create and/or manage a MessageGate account and use the Services on the Business Owner’s behalf. An Agency is not required for a Business Owner to use the Services.
“Business” refers to a particular company that buys and sells goods and services
“Business Owner” refers to any individual or entity that uses MessageGate’s Services to market, support, develop, or otherwise commercialize their business, services, or products.
"Intellectual Property
Rights" refers to any trademark, tradename, service mark, patent, business, activity or domain name, URL, design, copyright, specification, software, disclosed or confidential information (including, but not limited to, customer lists, processes, know-how, trade secrets and inventions (whether patentable or not); any other industrial or intellectual property right (including, but not limited to, their renewal or extension); any license, trademark, patent, utility model or industrial design right and any application related thereto; any invention, development, improvement, discovery, know-how, copyright, concept or idea, whether or not patentable in any jurisdiction; any trade secret or any right that grants its holder to require nondisclosure in any jurisdiction; any computer program or software (including, but not limited to, artistic, technical or design documents, algorithms, source codes, object codes, crone codes, data and data bases), user or character data bases (including, but not limited to, character or avatar names, user experiences, pictures, e-mail addreses, Facebook or other social media databases or other relevant data; any and all financial rights held regarding any work as an “author” under the applicable law, including, but not limited to the right to reproduce, process, disseminate, represent, broadcast or publicize over radio, TV, mobile or Internet; and any right to use, enjoy, transfer or enforce, in each case, held or used by MessageGate or necessary for its business, registered, pending registry or unregistered, existing or to exist in the future at any part of the world.
"Service(s)" refers to the Software, the products and services more fully described herein that are selected by Customer under the [https://console.messagegate.com/] or online purchase portal and are agreed to be made available by MessageGate;
"Service Price" refers to Service price to be paid to MessageGate by the Customer. Unless we separately agree with you, Service price to be paid to MessageGate by the Customer in consideration of the provision of Services and stipulated is set out on the console page (https://console.messagegate.com).
"Software" The software of which license usage right has been acquired by the Customer with a limited period within the scope of the Terms and Conditions and of which details are determined subscription package you chose and of which property belongs to MessageGate.
“Term” means the initial term as well as subsequent renewal term/s as per the subscription package selected for the subscription of the applicable Services.
“App” refers to a mobile application of the MessageGate.
“User” refers to all persons using the service, including persons added by the Account Representative
MessageGate is a web-based
SaaS platform developed to manage messages from Facebook Messenger,
WhatsApp and similar messaging platforms through an application
interface or via virtual assistants (chatbots) or your client’s
representatives. At the same time, Service facilitates the creation
of automated conversation flows for individuals and enterprises,
which can be utilized on various messaging services, social media,
and other external platform.
If you buy or use our
Services, you're doing so through MessageGate, and those purchases
and uses are governed by this agreement; however, if you and us have
a separate order form or agreement that governs the purchase or use
of our services, that order form or agreement will take precedence in
the event that this Terms and Conditions and it conflict.
To utilize the Services provided by MessageGate, you are required to register and create an account which will be represent your Business or yourself (“Platform Account”). During this registration process, you will need to furnish specific information, such as your name, username, phone number, and email address. Additionally, you may opt to link certain services, like Instagram, Facebook, WhatsApp, or Telegram, to your Platform Account for added convenience. You agree to provide MessageGate with accurate, complete, and updated registration information regarding yourself. You may not select as your Platform Account a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You are responsible for keeping the private of any login and password provided by you or given to you by MessageGate for accessing the Services. Even in cases when you have not given permission, you are solely and completely accountable for any actions taken using your password or Platform Account. Users are in charge of the content they upload to their accounts and how they use them; MessageGate hereby explicitly disclaims all liability arising from such use.
If you are signing up for the Services on behalf of your employer, your employer will be the Account Representative. Otherwise, the person signing up for the Services will be the contracting party (hereinafter referred to as the "Account Representative") for the purposes of these Terms of Service and will be the person authorized to use any corresponding Account we provide to the Account Representative in connection with the Services. You solely as the Account Representative, are in charge of adhering to these terms of service, and you solely are qualified to receive all benefits that result from them. It is not possible to transfer your account to another person or account. Your Account is not transferable to any other person or account. Please read Article 4 below if you are an Agency using our services to offer services to a Business Owner. You are responsible for any breach of this Terms and Conditions by the Account Representative.
If the Services are used by third parties or businesses other than your Business Owner and Account Representative, they must create new accounts. In the event where the agreement by and between MessageGate and such third person is not concluded, it is deemed that the Intellectual Property Rights of the Services has been violated explicitly and intentionally by you and the usage license of you shall be terminated with immediate effect.
Account representative Service may add users on Platform for access to Services. It can give admin, agent and similar roles to other users. These roles allow other users to add new teammates (“Teammates”) to the Platform and App. Users and Teammates must also use the service in accordance with these terms and conditions. It can give admin, agent and similar roles to other users. These roles allow other users to add new teammates to the Platform.
You will not share your Platform Account or password with anyone, and you must protect the security of your Platform Account, password and any other access tools or credentials. You are responsible for any activity associated with your Platform Account. Should you suspect that any unauthorized party may be using your password or Platform Account, or you suspect any other breach of security, you agree to contact MessageGate immediately.
You are responsible for administering and granting of rights to its users using a specific form in the Services. In addition, you are responsible for ensuring that its users comply with these Term and Conditions with respect to use of the Services.
AGENCIES AND BUSINESS OWNERS
Despite what was previously mentioned in above, if you are an Agency utilizing our Services to offer services to a Business Owner, you (i) commit to accurately designating such Business Owner as an administrator on the Account and, if relevant, on the corresponding Facebook page, Instagram page, WhatsApp page, Telegram page, and on any other pertinent page on any other relevant platform, and (ii) verify that you have the authorization to utilize the Services and the Platform Account on behalf of the Business Owner.
The Business Owner will serve as the only and primary account representative for any Platform Account established on its behalf by an Agency. However, the Agency will retain its rights and interests in all designs, templates, flows, sequences, or other intellectual property related to the chatbot automation work produced by the Agency for the Business Owner, referred to as the "Agency Content". In the event of a termination of the relationship between a Business Owner and its Agency, the Business Owner will promptly notify MessageGate of such termination. After a Platform Account is transferred from an Agency to the Business Owner, the Business Owner will be exclusively responsible for paying any subscription plans and/or fees associated with the Platform Account.
RIGHTS TO USE OF THE SERVICES
You represent and warrant that: (i) you are capable of entering into legally binding contracts and are at least 18 years old, and (ii) you have the right, authority, and capacity to enter into this Agreement and to abide by its terms and conditions, and that you will do so. You represent and warrant that you have the right to act on behalf of and bind a company or other organization to this Terms and Conditions if you enter into it on their behalf. If you are agreeing to these Terms and Conditions on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms and Conditions on that organization’s or entity’s behalf and bind them to these Terms and Conditions (in which case, the references to “you” and “your” in these Terms and Conditions, except for in this sentence, refer to that organization or entity).
You may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by Meta, Google, Apple, Twitter etc. By using the Services through a Third-Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to MessageGate and may exercise such control by adjusting your privacy settings on your Third-Party Account. In this context, all responsibility lies with you.
USER GENERATED CONTENT
6.1. Any written, audio, or visual materials that you or any conversation participant supply, content, materials, submit, upload, publish, photographs, software, scripts, graphics or otherwise make accessible to the Services and our participate in an electronic conversation facilitated by the services are referred to as "User Generated Content". We just serve as a passive conduit for your online distribution and publication of User Generated Content; you are fully responsible for the User Generated Content that you and your conversation participants create. You understand and concur that MessageGate: (i) is not engaged in the production or development of content that is generated by User Generated Content, (ii) assumes no liability for content created by User Generated Content, (iii) cannot be held accountable for lawsuits involving or resulting from User Generated Content, (iv) is not required to keep an eye on, evaluate, or delete User Generated Content, but it does have the right, at its sole discretion, to restrict or eliminate user-generated content from the Services.
6.2. You hereby represent and warrant to MessageGate that your User Generated Content (i) will not be false, inaccurate, frivolous, or misleading, (ii) will not infringe on any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy, (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, privacy, anti-discrimination, or false advertising), (iv) will not be slanderous, trade libelous, unlawfully threatening, unlawfully harassing, or obscene, (v) will not be offensive to children or contain pornography, including but not limited to child pornography, (vi) will not contain any errors and computer programming routines (including, but not limited to, spam, worms, time bombs, virus, trojan horse), (vii) will not purport to be an agent or representative of MessageGate, will not represent you as being employed by, directly engaged by, or affiliated with MessageGate, and (viii) will not expose MessageGate, to liability or result in MessageGate, losing (in whole or in part) the services or other suppliers.
6.3. You hereby grant MessageGate a worldwide, non-exclusive, perpetual, royalty-free, fully paid-up license to use, reproduce, perform, display, modify, and distribute the User Generated Content.
6.4. By submitting any User Generated Content through the Services, you authorize MessageGate to use, process, or disclose such User Generated Content on, through, or in connection with the Services for any other purposes permitted by these Terms and Conditions, as well as for the operation, modification, and improvement of the Services. We do not claim ownership of any such User Generated Content, and nothing in these Terms and Conditions will be construed to restrict your ability to use and commercialize any such User Generated Content.
REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH LAWS
You shall be in cooperation with MessageGate at any time to ensure the Services subject matter of these Terms and Conditions and shall provide the required support and all of the required information to MessageGate.
Additionally, you represent and warrant that in order to access and use the Services, you have read, understand, and agree to be bound by these Terms and Conditions; that you will behave responsibly and professionally when interacting with other users; and that, when using or accessing the Services, you will act in good faith and in compliance with any applicable law.
You represent and warrant that in using the Services, you:
(a) will seek permission before processing any data it receives from MessageGate or using any other legally permissible method;
(b) will abide by the privacy policy you have set;
(c) have complied with all applicable data protection laws and regulations while gathering, storing, using, and transferring any personal information about an individual, and have granted MessageGate permission to receive and handle such information on your behalf;
(d) recognize that for the purposes of all applicable data protection or privacy laws and regulations, MessageGate serves as the processor of such customer data, and you retain controllership over such customer data;
(e) accept that MessageGate will not be liable or responsible for the collection, management, or processing of sensitive customer information through the usage of the Services;
You represent, warrant, and agree that you will not provide or contribute anything, to the Services, or otherwise use or interact with the Services, in a manner that;
infringes or violates the Intellectual Property Rights or any other rights of anyone else (including MessageGate);
violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by MessageGate;
is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
jeopardizes the security of your Platform Account or anyone else’s (such as allowing someone else to log in to the Services as you);
attempts, in any manner, to obtain the password, account, or other security information from any other user;
violates the security of any computer network, or cracks any passwords or security encryption codes;
runs Maillist, Listserv, any form of autoresponder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
“crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
copies or stores any significant portion of the Content;
decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or
violation of any of the foregoing is grounds for termination of your right to use or access the Services.
The Customer represents and warrants that it has the power and authority necessary for performing its obligations hereunder in return of the Services to be provided to it, and that it is not subject to any attachment, lawsuit, interim injunction or any other litigation or investigation that would prevent it from performing its obligations and undertakings hereunder in accordance with the terms and conditions set forth in this Terms and Conditions. The Customer agrees and undertakes to use reasonable endeavours to perform its obligations hereunder.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including MessageGate's) rights.
Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we are not liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We cannot guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
You are required to update any information you provide to MessageGate, whether through the Platform or by other means, as necessary for the performance of the Services, as well as for accounting, notifications, and any other relevant purposes under this agreement.
You are obliged to notify MessageGate immediately concerning the inappropriate or illegal usage of the Service, which is supplied by MessageGate, in any manner that is known or suspected. MessageGate has a right to terminate these Terms and Conditions unilaterally and without the obligation to pay any compensation in case it determines that you use the Software or the Services inappropriately or illegally for dealing, gambling, betting, prostitution, and sale of medical products contrary to the related legislation, etc. In case you are provided with the service over the Service Price committed as per the agreed under Pricing and Payment article under the Terms and Conditions, it is obliged to pay MessageGate the total amount of the Service Price that it is required to pay for the remaining committed period in the event of such termination, within 30 (thirty) days as of the termination date, in cash and in full. In the event of termination of the Terms and Conditions, the progress payments acquired by MessageGate as long as the Terms and Conditions are in force are reserved.
Precautions have been taken to ensure that the Software is free of viruses and similar malicious software to the extent possible. However, you are responsible for supplying and maintaining your own virus protection system and implementing the necessary security measures to ensure ultimate protection. In this context, you agree to be responsible for any errors, including but not limited to spam, viruses, and trojan horses, and for any direct or indirect consequences that may occur in your software and operating systems.
You will only use the Services only per the purpose and subject of these Terms and Conditions and shall ensure that its personnel shall use the same in such a manner and for your own internal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you are not authorized to use the Services, MessageGate shall not be responsible for your using the Services in a way that violate the law. You shall be solely liable for the damages that occurred within MessageGate due to the violation of this provision by its personnel.
You are required to use the Services in full compliance with all applicable laws and regulations, including without limitation, all state laws, laws related to electronic messaging. You specifically guarantee that you are and will remain in complete compliance with all applicable law when using the Services.
The Customer will take any and all technical measures to protect MessageGate’s infrastructure and relevant software, including, but not limited to Signalsight. MessageGate may take any measure not taken by the Customer. In such event, the Customer will not eliminate such measures, or avoid such protection.
You are obliged to notify MessageGate immediately concerning the inappropriate, contrary to United Kingdom Legislation or use in a sanction country or illegal usage of the Software or the Service, which is supplied by MessageGate, in any manner that is known or suspected. MessageGate has a right to terminate these Terms and Conditions unilaterally and without the obligation to pay any compensation in case it determines that you use the Software or the Services inappropriately or illegally for dealing services like, gambling, betting, prostitution, and sale of medical products contrary to the related legislation or sales to sanction countries or in contravention of United Kingdom’s legislation etc. In case you are provided with the service over the Service Price committed as per the agreed under Pricing and Payment article under the Terms and Conditions, it is obliged to pay MessageGate the total amount of the Service Price that it is required to pay for the remaining committed period in the event of such termination, within 30 (thirty) days as of the termination date, in cash and in full. In the event of termination of the Terms and Conditions, the progress payments acquired by MessageGate as long as the Terms and Conditions are in force are reserved.
By using the Service, you confirm that you meet the following requirements: (a) you have a scope of civil capacity necessary to enter into these Terms and Conditions, (b) there is not restrictions for you in terms of being a consumer or a business user, (c) you are not located in a country that is subject to a U.S. Government and United Kingdom embargo, or that has been designated you are not listed on any U.S. Government and United Kingdom list of prohibited or restricted parties.
USES THAT ARE PROHIBITED
The statement Customers provided outlines the terms regarding the acceptable use of services provided by MessageGate emphasizing restrictions on how users interact with their systems and networks. Here’s a breakdown of what it covers:
Non-Public Areas: Customers are prohibited from accessing or tampering with any non-public areas of the MessageGate services or their computer systems.
Security Measures: Customers may not probe, scan, or test the vulnerability of any system or network, nor attempt to breach or circumvent any security or authentication measures implemented by MessageGate.
Access Methods: Customers must only access or search the services through the interfaces provided by MessageGate. Automated methods are permissible only if they comply with the rules set in the robots.txt file and are limited to publicly accessible parts of the services. Scraping (automatically extracting data) without explicit consent from MessageGate is strictly prohibited unless specifically permitted under a separate agreement.
Third-Party Integrations: Accessing or using third-party integrations connected to MessageGate must be in accordance with the terms and conditions specified by MessageGate and the third-party providers.
Customer may not disrupt or attempt to disrupt the access of any user, host, or network. This includes actions such as sending viruses, overloading the services with excessive traffic, flooding with data, spamming, mail-bombing, or using scripts to generate content in a way that interferes with or excessively burdens the services. These activities are prohibited to ensure smooth and fair access for all users without undue disruption or harm to the platform.
These terms are typical in-service agreements to protect the integrity and security of the platform, prevent unauthorized access or use, and ensure compliance with legal and ethical standards. Customers are expected to adhere to these guidelines to avoid misuse and potential legal consequences.
In addition to other prohibitions as set forth in the Terms and Conditions, you are prohibited from using the Services:
for any illegal purpose;
to engage in any illegal activity or encourage others to engage in any illegal activity; to breach any international, federal, provincial, or state regulations, rules, laws, or local ordinances;
to use the Services for any purpose or in any way that violates upon or violates our or any third party's intellectual property rights;
to harass, abuse, insult, harm, defame, slander, stalk, threaten, disparage, intimidate, discriminate in any way, including, but not limited to, discrimination based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability, or otherwise violate the legal rights (such as of privacy or publicity) of any other users or visitors of the Services or staff members of MessageGate;
in any way which violates the policies of Facebook, Instagram, WhatsApp, Telegram, or any other platform with which MessageGate does business;
to submit fraudulent or deceptive content; upload or transmit viruses or other harmful software that could be used to interfere with the proper functioning or operation of the Services,
any associated website, other websites, or the Internet; or for any pornographic or immoral purpose;
attempting to disrupt or bypass the security features of the Services, related websites, or the Internet.
engaging in activities that could harm the performance, security, or proper operation of the Services.
trying to breach the system integrity or security, or decode any communications to or from the Services' servers,
trying to access unauthorized accounts or gather personal information about others.
misusing trial offers related to the Services.
misusing rebate offers related to the Services.
MessageGate reserves the right to terminate your use of the Services or any related website for violating any of the prohibited uses.
The Services may contain links (such as hyperlinks) or connections to third-party websites or services that are not owned or controlled by MessageGate. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that MessageGate is not responsible for such risks. MessageGate does not control any such websites and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your duty to assess the reliability and value of the data you acquire from other websites.
The terms and conditions of use and privacy policies applicable to websites managed, owned, or operated by third parties govern the use of those websites. You use these outside websites at your own risk.
MessageGate hereby explicitly disclaims all liability arising from your use of and/or viewing of any websites or other content that may be linked to from the Services. By using any links that may appear on the Services, you hereby release and hold MessageGate harmless from any liability.
You undertake and warrant that for the Facebook and WhatsApp business account / number registered, it will comply business solution terms and business terms provided by these links:
https://www.whatsapp.com/legal/business-solution-terms https://www.whatsapp.com/legal/business-terms,
https://business.facebook.com/policies_center/
You
undertake and warrants that any damage or penalty applied to
MessageGate due to breach of Facebook, Whatsapp and other Third
Party’s policies will be reflected to you payable in 15 days.
LEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS
ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR
AGREEMENT(S) WITH SUCH THIRD-PARTY PROVIDERS.
We might give you access to third-party tools ("Third-Party Tools") that we don't keep an eye on and don't have any input or control over. You understand and accept that we offer access to these tools "as-is" and "as available," devoid of any type of endorsement and without any warranties, representations, or terms of any kind. We will not be held responsible for anything that comes from or is connected to your usage of Third-Party Tools. You use any Third-Party Tools made available through the Services at your own risk and discretion. You should also make sure that you understand and agree to the terms set forth by the relevant third-party provider before using such tools.
When using the Platform in connection with Facebook Messenger, WhatsApp and other messaging platforms hereunder through the infrastructure to be provided by MessageGate, you shall comply with the policies, rules and procedures applied by such platforms as well as the relevant governmental authorities.
Regarding the integration of the Platform with Facebook Messenger, WhatsApp and other messaging platforms hereunder, MessageGate is only required to provide the relevant application features to you. MessageGate will not have any liability, in the event that you are prevented from accessing the relevant platforms for any reason.
MessageGate has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, MessageGate will not and cannot monitor, verify, censor or edit the content of any third-party site or service. MessageGate encourages you to be aware when you leave the Services and to read the Terms and Conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
MessageGate shall not be held liable in any circumstances for direct or indirect damages, loss of income, profit or data or other damages resulting from the access of the websites/applications of you through the Services provided under the scope of this Terms and Conditions by you or other third persons or the access of another website linked by the mentioned website/application or the usage of services available under such websites.
During the usage of the Service by you in connection with Facebook, Messenger, WhatsApp, and other texting platforms through the substructure to be provided by MessageGate, the risk of ceasing the service by the platforms, which provide such service, belongs solely to you. In such a case, MessageGate cannot be held liable for this, and MessageGate is entitled to acquire its progress payments.
By installing the App, you consent to the installation of the App and any updates or upgrades that are released through the Service. The application (including any updates or upgrades) may: (i) trigger automatic communication between your device and MessageGate servers in order to deliver the App, Platform functionality and track usage metrics; (ii) modify device-stored data or preferences related to the App, Platform; and (iii) collect personal information in accordance with our Data Protection Policy (https://www.messagegate.com/en/personal-data-protection.html). The app is always uninstalled able.
MessageGate may install software upgrades/releases of the Software which are generally made available to its other clients of the Software through the related Service, including patches and/or fixes, as they are made available at no charge during the Terms and Conditions. MessageGate will determine and announce upgrades. MessageGate shall use its best efforts to provide notice of upgrades and planned outages in advance. MessageGate will honor any request that you may make in writing for any update or upgrade, provided that it is agreed on the applicable commercial terms.
In case MessageGate ensures the update or improvement of the Service, you are obliged to install the updates on the App or to make the updates installed by third persons at the soonest time reasonable following the notification of such updates or improvements to yourself. You shall be solely liable for the non-operation of the relevant websites/applications due to the failure in downloading the updates or improvements which are notified to you.
The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive notifications/messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your MessageGate account to see what rates, charges, fees or costs may apply to your use of the Services.
Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see our Paid Services page http://console.messagegate.com for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms and Conditions. For example, some Paid Services will charge a fee for using the Services through the Web Application and/or Mobile App linked to your specific device. You agree to comply with, and your license to use our Web/Mobile application is conditioned upon your compliance with, such App Store terms and conditions.
Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms and Conditions. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE COULD REASONABLY ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS http://console.messagegate.com.
Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS http://console.messagegate.com. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Auto-Renewal for Paid
Services. The subscription term of the subscribe package is
selected by you will commence when MessageGate makes the Services
available to you via the channels as contemplated, which shall be a
service start date agreed to between you and MessageGate. The
Service Term shall continue in effect for a period of twelve (12)
months for you with commitment, and for a period of one (1) month
for you without commitment, unless earlier terminated as provided
in these Terms and Conditions. Unless you opt out of auto-renewal,
which can be done through your account setting
http://console.messagegate.com
, any Paid Services you have signed up for will be automatically
extended for successive renewal periods of the same duration as the
subscription term originally selected, at the then-current
non-promotional rate. To change or resign your Paid Services at any
time, go to account settings http://console.messagegate.com.
If you terminate a Paid Service, you may use your subscription
until the end of your then-current term, and your subscription will
not be renewed after your then-current term expires. However, you
will not be ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE
SUBSCRIPTION FEE PAİD FOR THEN-CURRENT SUBSCRIPTION PERIOD. IF YOU
DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS,
YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR ACCOUNT
SETTINGS http://console.messagegate.com
OR TERMINATE YOUR SERVICES, OTHERWİSE THE PAYMENT REGARDING THE
RELATED PERIOD IS AUTOMATICALLY CHARGED TO YOUR CREDIT
CARD.
ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID
SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR
WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN
THESE TERMS AND CONDITIONS, MESSAGEGATE WILL NOT REFUND ANY FEES
THAT YOU HAVE ALREADY PAID.
Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at [email protected].
TERM AND TERMINATION, SUSPENSION OF SERVICE
Terms and Conditions shall enter into force when you use the Services and also you purchase the Services. Unless the Customer cancels the subscription via their platform account or gives written notice to MessageGate at least thirty (30) days before the end of the Term, the Term and Conditions will remain in force.
Unless there is a separate written agreement between you and MessageGate stating otherwise, either party has the right to terminate these Terms and Conditions for any reason or no reason at any time. You can cancel and delete your Platform Account at any time using the features provided on the Services. After cancellation, you will no longer be able to access your Platform Account, profile, or any information through the Services.
In the event that the Terms and Conditions are terminated by the Customer or MessageGate, the Customer shall immediately pay MessageGate the total amount of the Service Price that it is required to pay for the entire Term. In this case, the Customer has already paid the Service Fee to MessageGate, MessageGate shall not refund any amount to the Customer.
MessageGate is free to terminate (or suspend access to) Customer’s use of the Services or Customer’s account for any reason at its own discretion, including the Customer’s breach of the Terms and Conditions without liability without prior notice. MessageGate has the sole right to decide whether the Customer is in violation of any of the restrictions set forth in these Terms and Conditions. If your access is terminated or restricted under these circumstances, you are not allowed to create a new Account using your name, a false identity, or anyone else's name, even if you are acting on behalf of someone else.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
The Customer may free to contact MessageGate at [email protected] to understand how MessageGate treats information that the Customer provides to MessageGate after it has stopped using the Services.
In the event where the Service is ceased fully and/or partially or abolished by the authorized public authorities and institutions and other administrative authorities, the Terms and Conditions except for the provisions that must remain in force, shall automatically terminate without any need of notification.
MessageGate reserves the right to make changes at the monthly service price, except for the undertaken service price. Such a change shall be notified to the Customer 3 (three) months in advance, in the event where the Customer does not accept such change, it may terminate the Agreement, with immediate effect, by sending a written notification. In the event of such termination of the Agreement, the progress payments acquired by MessageGate as long as the Agreement is in force are reserved.
Provisions that, by their nature, should survive termination of these Terms and Conditions shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or Intellectual Property Rights, disclaimers of warranties, limitations of liability, and indemnification obligations and terms regarding disputes between us, including without limitation the arbitration agreement.
MessageGate is also free to terminate or suspend access to your use of the Services or your account if you do not pay the monthly fee, Paid Service.
MessageGate may limit the scope of, or fully suspend, the Services provided hereunder if so, required under the applicable national or international legislation, or the policies or rules of any relevant messaging platform, despite any measure taken to prevent such requirement. In such an event, MessageGate will inform you in writing as soon as it becomes aware of such requirement and cooperate with you regarding any measure that you may take to prevent any damage that may arise as a result. In such event, you may terminate these Term and Conditions with cause, without being required to indemnify MessageGate against any damage that it may incur as a result of such termination.
MessageGate has the authority to change or terminate any part of the Services, either temporarily or permanently, at its own discretion. MessageGate is not responsible to you for any changes or discontinuation of the Services. Additionally, MessageGate reserves the right to deny registration to any individual if it believes that person may pose a threat to the safety and functioning of the Services, or if such action is deemed necessary to address other valid business concerns, as determined by MessageGate.
After your Platform Account is terminated or canceled, we may delete all your data, including any User Generated Content, as part of our standard procedures. Once your Platform Account is terminated or canceled, your data cannot be recovered.
You are responsible for administering and granting of rights to its users using a specific form in the Software. In addition, you are responsible for ensuring that its users comply with these Term and Conditions with respect to use of the Software and related Services.
You shall provide connectivity and security to the Internet for its location(s) for purposes of providing adequate access to the Services hosted at the Platform and App. MessageGate reserves the right, at its sole and absolute discretion, to review, improve, modify, or discontinue, temporarily or permanently, the Services or any content or information through the Services, effective with or without prior notice and without MessageGate’s liability.
The risk of the Service, supplied by MessageGate, not to be supported in your websites/applications of you or not to be monitored by the various web browsers belongs solely to you. In such a case, MessageGate cannot be held liable for this, and in addition, MessageGate is entitled to acquire its progress payments arising from the Terms and Conditions.
MessageGate shall not be responsible for the reliability or continued availability of the communications lines, or the corresponding security configurations, used by you in accessing the Internet to access the Services.
If you suffer any damage as a result of your or a third party’s access to your websites or applications through the Services made available hereunder, or any other website or application by a link from a website or application of you, or your use or a third party’s use of the services offered by such other website, MessageGate shall not be liable for damages suffered by you.
MessageGate will not be responsible or liable for any failure in the Services resulting from or attributable to (a) your use of the Services not in accordance with these Terms and Conditions or any relevant documentation provided by MessageGate, (b) failures in any telecommunications, network or other service or equipment outside of MessageGate’s or its service providers’ facilities, (c) your or any third party’s products, services, negligence, acts or omissions, (d) any force majeure or other cause beyond MessageGate’s reasonable control, or (e) unauthorized access, breach of firewalls or other hacking by third parties. In particular, MessageGate makes no representations or warranties and disclaims any and all liability with respect to any third-party products and services (collectively, “Third-Party Materials”) that MessageGate acquires pursuant to or at the direction of you. You are solely responsible for deciding which Third-Party Materials it requires MessageGate to purchase on its behalf, and you shall look solely to the manufacturer of such Third-Party Materials in the event of any defect in the material or workmanship of such Third-Party Materials. All such Third-Party Materials shall be delivered directly to you and at no time shall MessageGate have possession of such Third-Party Materials. MessageGate is liable to ensure only the required technical substructure within the scope of the integration of the Software and Facebook Messenger, WhatsApp and other texting platforms, MessageGate does not have any liability in case you are not allowed to access to the related platforms for any reason.
MessageGate is entitled to take technical precautions according to the situation to protect the Services. In case MessageGate takes such precautions, you are obliged to take such precautions once the MessageGate informs you of the same, you shall not remove such precautions or shall not avoid such protection. You shall be solely liable for the non-operation of the relevant websites/applications due to the failure of not taking any action for the precautions which are notified to you.
In case Customer cannot supply service to Customer’s clients due to the breakdown/malfunction occurred in the Service provided by MessageGate, such circumstance shall be notified to MessageGate in writing by Customer. MessageGate shall provide feedback to you as soon as possible and shall assist you to repair such breakdown/malfunction. MessageGate shall not be held liable for the delays attributable to Customer and malfunctions, delays that occurred without the fault of MessageGate
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that MessageGate shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that MessageGate is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release MessageGate, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
We also reserve the right to review, delete, and disclose any information as necessary under local laws, regulations, subpoenas, or legal processes. This includes situations where we reasonably believe it is necessary to:
comply with applicable laws, regulations, legal processes, or government requests,
enforce our Terms and Conditions, including investigating potential violations,
detect, prevent, or address fraud, security issues, or technical problems,
respond to user support requests,
protect the rights, property, or safety of MessageGate its users, and the public.
The Customer has the duty to comply with the policies, rules or procedures issued by the relevant platforms or governmental authorities regarding the services, while using the Software for connecting to a data point over the infrastructure to be supplied by MessageGate. MessageGate will not be held liable for any damage that may arise in the event that the Customer does not comply with such policies, rules or procedures.
The Services do not constitute business, technical, legal, or any other sort of professional advice. MessageGate shall not be liable for the result of your use of the Services.
The Parties agree, declare and undertake to keep all confidential information, trade secrets, documents to be acquired by the Party, to be submitted to it by the other Party within the scope of these Terms and Conditions concerning all kinds of trade activities, disposals, computer software, and hardware products, and all kinds of other information to be acquired within the scope of these Terms and Conditions confidential by accepting these as confidential information and not to share these with third persons without obtaining the written approval of the related Party, only to use such information to fulfill their obligation arising out of these Terms and Conditions, and not to make such information available to third persons, and to protect the intellectual and industrial rights of each other mutually. The Party, which infringes such obligation, shall compensate all kinds of damages of the other Party which informs that it has suffered damages due to this infringement.
However, this restriction does not apply in the following cases:
If the information has become public without the fault of the Party receiving the Confidential Information,
If the Party who receives such Confidential Information has obtained such information before the approval of the Terms and Conditions,
If the Confidential Information is required to be disclosed per any official authority decision. However, the Party, who is going to disclose the Confidential Information due to this circumstance, is obliged to inform the other Party in writing prior to the disclosure and to disclose the Confidential Information only to the extent required.
The confidential obligation of the Parties regulated under this article shall remain to be in force even after the termination of these Terms and Conditions.
Any dispute or claims shall be strictly confidential between you and MessageGate, and except for MessageGate’s and your own representatives, will not be disclosed to any other person or entity.
You accept and declare that any data that it transfers to MessageGate hereunder in connection with any identified or identifiable person (the “Personal Data”) complies, and has been acquired in accordance, with all general data protection regulation (including but not limited to the General Data Protection Regulation (“GDPR”), the Turkish Personal Data Protection Law No. 6698 (“KVKK”), the California Consumer Privacy Act (“CCPA”)), secondary national and international legislation in force and applicable to you and MessageGate, and the resolutions passed by the relevant institutions (hereinafter collectively referred to as the “PDP Legislation”); and that it has duly complied with its obligations toward the data subjects as required under the PDP Legislation, including receiving the express consent of the persons concerned for the transfer of Personal Data abroad by MessageGate when necessary within the scope of the Service, or ensuring that one of the other conditions stipulated in the relevant legislation is fulfilled in order to transfer the Personal Data abroad. You hereby authorize MessageGate to process the Personal Data for performing the Services. You irrevocably agree and undertake to comply with the PDP Legislation when performing the Services, fully indemnify MessageGate against any damage that it may incur as a result of the Personal Data that you transfer to MessageGate, inform its personnel and the personnel of its subcontractors, if any, regarding the requirements set forth herein, and inform MessageGate without delay of any unauthorized access to the Personal Data transferred to MessageGate.
Any personal data you submit to us or which we collect about you is governed by our Data Protection Policy available at https://www.messagegate.com/en/personal-data-protection.html.
MessageGate will not assume responsibility for ensuring that your activities meet applicable legal requirements. It is not the responsibility of MessageGate to make sure that whatever you do complies with any applicable laws. If you are ever found guilty of breaking any law, rule, or regulation, MessageGate will not be held responsible. Despite the aforementioned, you understand that MessageGate has taken proactive measures—such as requiring your agreement to these Terms of Service—to support its customers' compliance.
MessageGate 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.
You give Messegagate, its owners, members, directors, officers, agents, workers, contractors, consultants, and vendors your full indemnity, defense, and hold harmless from and against any and all claims, suits, penalties, costs, expenses, judgments, and fees, including reasonable legal fees and court fees and costs, arising out of a claim alleging any legal violations on your part or alleging facts that would constitute a breach of your warranties or obligations contained in these Terms and Conditions. Any such third-party claim, demand, lawsuit, investigation, or procedure made against Messegagate shall be promptly indemnified against, defended against, or settled by you.
Except as specifically stated in the Terms and Conditions neither Party shall grant the other Party any right, title, or interest in or to any Intellectual Property Rights that it may have. This includes any Software that was owned by a party, its licensors, or its subcontractors as of the Terms and Conditions’ effective date. You do not acquire any interest, right, or title in any materials created or developed by MessageGate or its subcontractors for its internal use or to help you with the provision of the Services; instead, MessageGate shall own all rights, titles, and interests in and to such materials, including the SaaS.
You consent to provide MessageGate access to any tool or application used by you to assist in resolving the issue, only for the purpose of debugging and troubleshooting the Services by MessageGate’s support team. You represent and warrants that: (a) MessageGate has the right to use such Intellectual Property Rights and Software for the purposes of providing the Services to you as contemplated by the Terms and Conditions and (b) MessageGate has the right to use such Intellectual Property Rights and Software during the term of Terms and Conditions.
You are hereby granted a limited, nonexclusive, nontransferable, and freely revocable license to access and use the Services, subject to the terms and conditions hereof. We reserve the right to terminate this license for any reason or no reason at all. MessageGate or its licensors own all intellectual property rights (as defined below) related to the Services and all materials contained in or transferred by them, including but not limited to software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the Services, and copyrights (collectively, the "MessageGate Content").
Nothing in this Agreement will be interpreted as granting you a license to use any of these intellectual property rights, unless specifically stated otherwise. You also agree not to buy, lease, rent, alter, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works using any materials or content that is made available on the Services. It is completely forbidden to use the MessageGate Content or any other content on the Services for any purpose that is not expressly allowed by this Agreement.
Subject to these Terms and Conditions, MessageGate grants each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that MessageGate owns the Services. You shall not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
The Services that belongs to MessageGate cannot be sold, copied, generated by using its derivatives, cannot be sub-licensed, cannot be transferred to anyone, cannot be leased out directly or indirectly by third persons either for commercial or not, cannot be lent, cannot be reproduced without permission, cannot be transferred electronically or optically, cannot be converted to source code, cannot be subject to reverse engineering, cannot be changed, other programs cannot be made by inspiring from the Services and third parties cannot be permitted to realize these.
MessageGate is authorized to use or allow to use the Customer’s insignia, trademarks, logos, trade names and domain names only for reference purposes and limited with the scope of work in these Terms and Conditions.
In the event any right holder applies to MessageGate with the claim of unfair competition and/or violation against right of third persons (including but not limited to Intellectual Property Rights) due to the transactions realized over the Software by you provided that such claim is certified with documentation, MessageGate has the right to remove the mentioned content from the Software without the approval of you. In the event that it is impossible to remove the content by MessageGate, MessageGate has a right to cease the service and to terminate these Terms and Conditions unilaterally and without the obligation to pay any compensation. In this context, you agree, declare, and undertake that MessageGate is held harmless from any kind of damages and that MessageGate has a right to recourse the damages to you. All kinds of civil, criminal and financial liability concerning any lawsuit, execution file, fine, monetary fine, prosecution to be initiated/made/rendered against MessageGate and including but not limited to all disputes where MessageGate is included because of you and all claims directed and all applications made to MessageGate by any third real persons and/or legal entity, private and/or public institutions, entity, authority within the scope of the related legislation on the intellectual and artistic works, Industrial Property Rights and unfair competition belong personally and solely to you, unless these claims/damages are not made as a result of any negligent act or omission of the MessageGate.
MessageGate may also change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Terms and Conditions (including these Terms and Conditions of Service) at its sole discretion and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective without prior notice and without any liability to MessageGate. All new or changed terms shall become valid at the moment they are published on the website of the MessageGate. It is Customer’s responsibility to review the Terms and Conditions periodically for any changes. MessageGate will make reasonable efforts to notify you of significant changes via email but cannot guarantee notification in all cases. If any future changes to this Terms and Conditions are unacceptable to you or result in non-compliance, you must terminate your use of the Services immediately. Continuing to use the Services after any revisions to this Terms and Conditions signifies your complete acceptance of those changes. MessageGate reserves the right to impose restrictions on features or limit your access to the Services, either partially or entirely, without prior notice or liability.
The Services and all other kinds of content, data, document, and materials provided to you under the Terms and Conditions are supplied to you "as they are " and "as in their form", these do not contain any undertaking and warranty other than those explicitly stated under these Terms and Conditions. Other than those explicitly stated under the Terms and Conditions, MessageGate does not grant covert warranty in terms of commercial activities, implicitly or explicitly, or does not grant any kind of warranty arising out of law or other manners such as merchantability, appropriateness for a certain purpose, customer satisfaction, right ownership or does not grant implicit or explicit warranty resulting from commercial performance, relations, or usage.
MessageGate and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (MessageGate and all such parties together, the “MessageGate Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the MessageGate Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The MessageGate Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY MESSAGEGATE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. MessageGate assumes no liability in contract, warranty, or tort for: (a) any viruses, worms, Trojan horses, bugs, errors, mistakes, or inaccuracies in content which may be transmitted to or from the Platform, APP or third-party websites, (b) personal injury or property damage resulting from your use of the Services, (c) access to or use of secure servers and any personal, business, or financial information stored therein, (d) events beyond its reasonable control, (e) any loss or damage of any kind incurred as a result of your use of the Platform, whether or not the MessageGate advised of the possibility of such damages, (f) third party conduct, (g) property damage of any nature, connected with the use of the Service. In essence, MessageGate disclaims responsibility for any issues or damages arising from your use of their Services, including those beyond their direct control.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE MESSAGEGATE PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO MESSAGEGATE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
The Services and all other kinds of content, data, document, and materials provided to you under the Terms and Conditions are supplied to you "as they are " and "as in their form", these do not contain any undertaking and warranty other than those explicitly stated under these Terms and Conditions. Other than those explicitly stated under the Terms and Conditions, MessageGate does not grant covert warranty in terms of commercial activities, implicitly or explicitly, or does not grant any kind of warranty arising out of law or other manners such as merchantability, appropriateness for a certain purpose, customer satisfaction, right ownership or does not grant implicit or explicit warranty resulting from commercial performance, relations, or usage.
You agree to indemnify and hold the MessageGate Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account),, (b) your violation of these Terms and Conditions, (c) your violation of any law, or the rights of any user or third party; (d) your violation of data protection legislation, (e) your violation of privacy policy of us and third party and (f) any content submitted by you or using your Account to the Services, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You agree to indemnify and hold MessageGate 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 Representations and Warranties of the Terms and Conditions. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). Additionally, you consent to hold the indemnified parties harmless for any liabilities arising from your use of data extraction and collecting software robots, spiders, crawlers, or similar tools, as well as from any other activity you take that places an unjustifiable load or demand on our infrastructure. MessageGate retains the right, at its sole discretion, to take sole responsibility for the defense and management of any case that would otherwise fall under your indemnity at its own cost. In any case, you won't resolve any dispute or claim without MessageGate’s prior written approval.
You may not assign, delegate or transfer these Terms and Conditions or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without MessageGate's prior written consent. We may transfer, assign, or delegate these Terms and Conditions and our rights and obligations without consent.
These Terms and Conditions are governed by and will be construed under Republic of Türkiye’s law, without regard to the conflicts of laws provisions thereof. The parties irrevocably agree that Republic of Türkiye’s law shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes and claims) arising out of or in connection with this Terms and Conditions. The Parties irrevocably agree that courts of Republic of Türkiye (Istanbul Central (Çağlayan) Courts and Istanbul Central (Çağlayan) Enforcement Offices) shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes and claims) arising out of or in connection with this Agreement.
Each Party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other Intellectual Property Rights.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this arbitration agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with MessageGate.
The Parties are not entitled to transfer their rights and obligations hereunder to third persons without the written consent of the other Party.
No waiver by any Party of any condition contained in these Terms and Conditions, and no waiver by any Party of any breach of any term, covenant, provision, or agreement contained in these Terms and Conditions, in any one or more instances, shall constitute or be deemed to be either (i) a waiver by such Party of any other condition contained in these Terms and Conditions or a waiver by such Party of any other breach of any term, covenant, provision or agreement contained in these Terms and Conditions, or (ii) a continuous waiver by such Party of such condition of such breach.
The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
These Terms and Conditions constitute the entire understanding between the Parties and replace and supersede all previous agreements and covenants (if any) between the Parties related to matters therein.
In the event that any provision, sentence, part of these Terms and Conditions becomes invalid, such invalidity shall not affect other provisions of these Terms and Conditions that can exist without that invalid provision, sentence, or part. However, such kind of invalid provision shall not affect the grounds of these Terms and Conditions.
MessageGate shall not be liable for the actions of any third-party including, but not limited to, website hosting providers, server providers due to which the Services may be interrupted or user’s access to MessageGate may be affected.
In the event where the fulfillment of any obligation of Parties stipulated under these Terms and Conditions becomes impossible or becomes extremely difficult due to a force majeure which is beyond the control of the related Party and would not be reasonably predicted and is occurred without any fault or negligence of the related Party, the related Party shall not be held liable for failing to fulfill its obligations affected by such force majeure as long as the effect of the force majeure remains. Including but not limited to natural disasters such as flood, fire, earthquake and epidemic illness, regardless of whether or not officially declared war, civil war, martial law, embargo, boycott, looting, riots, popular uprising, acts of terrorism and social events such as unlawful demonstrations, strike regardless of whether it is legal or not, slowdown strike, workplace occupancy, and similar labor acts and legislation and administrative acts of any official authority provided that it did not occur as a result of any incompetency of any Party are the instances of force majeure. The Party whose obligation is affected from any force majeure shall inform the other Party of the mentioned situation in writing as soon as possible and shall provide the other Party with the document certifying the event of the mentioned force majeure to be granted by an authorized person or institution, at the soonest time possible, however at the latest within 15 (fifteen) calendar days as of the occurrence of the force majeure. In the event the delay continues for a period of more than 2 (two) months, the parties shall consult one-another in an endeavor to find a solution to the problem, failing which these Terms and Conditions (or the relevant part thereof) may be duly terminated in accordance with the procedure provided in these Terms and Conditions. In such a case, the Parties cannot claim compensation from each other, however, the progress payments if any acquired by MessageGate as long as these Terms and Conditions is in force are reserved.
You and MessageGate agree that these Terms and Conditions are the complete and exclusive statement of the mutual understanding between you and MessageGate, and that these Terms and Conditions supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms and Conditions.
You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of MessageGate, and you do not have any authority of any kind to bind MessageGate in any respect whatsoever.