Terms & Conditions

Introduction

• This public Agreement (the Agreement) define the terms and conditions govern the legal relationship between SMSpro and its Users and incorporate the provisions of the SMSpro Privacy Policy. By using the SMSpro services, you acknowledge that you have read all terms and policy and agree to be bound by such terms and conditions contained herein. This agreement between Joycalls ("Joycalls" means Joycalls Bangladesh Ltd., a company incorporated under Company Act 1994 having its registered office at Ta-131 Wakil Tower Gulshan Badda Link Road, Gulshan 1, Dhaka, 1212, Bangladesh hereinafter referred as "Joycalls" or SMSpro, "us" or "our" or "we") and you ("The terms "you", "your", "User" or "customer" shall refer to any individual or entity who accepts this Agreement, has access to account or uses the Services). The User and the Joycalls are hereinafter referred to as the "Parties" and individually as a "Party" or as stated above.


• TAKE NOTE THAT THESE TERMS AND CONDITIONS CONTAIN PROVISIONS THAT DISCLAIM, LIMIT AND EXCLUDE THE LIABILITY OF SMSpro TO YOU AND THAT INDEMNIFY SMSpro AGAINST CLAIMS AND DAMAGES THAT IT MAY SUFFER AS A RESULT OF YOUR CONDUCT.



• PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

Interpretation

The words and phrases listed below shall bear the following meanings in these terms and conditions, unless the context clearly indicates otherwise:

• "SMSpro" means the SMSpro legal entity responsible for providing the Services to you in your territory, the SMSpro legal entity with whom you contract for the provision of the Services in your territory is identified


• "End user" or "recipient" means any person, including both natural and juristic entities who receives or is intended to receive any message sent by a User using the Services;


• "Network Operator" means any party licensed to install, operate and maintain a cellular telephony network;


• "Services" shall mean and include all products and services offered or provided to Users by SMSpro including the software and applications. referred to in clause 5


• "SMS" means a short message service provided by means of a text or data message to the cellular handset either on request of the handset User or via a pre-configured batch process;


• "User" shall mean any natural or legal person who makes use of any of the Services or who uses or visits the Website; and


• "Website" shall mean all websites published by SMSpro entity including smspro.biz and shall include any page or part thereof.


• Any reference in these standard terms to the singular includes the plural and vice versa, any reference to persons includes both natural and juristic persons and any reference to a gender includes the other gender.


• Any clause headings inserted into these terms and conditions have been inserted for convenience only and shall not be taken into account in interpreting the terms and conditions. Words and expressions defined in any other part of these terms and conditions shall, for the purposes of that part, bear the meaning assigned to such words and expressions in that part. To the extent that any provision of this Agreement conflicts with any law, then to the limited extent of such conflict, such provision shall be severed from this Agreement without affecting the enforceability of the remainder of its terms.

Agreement

• Persons using the Website or the Services for any reason whatsoever bind themselves and agree to these terms and conditions.


• Should a User not agree to all the terms and conditions of this agreement or be unable to comply with these terms and conditions, the User should immediately cease using the Website and/or terminate the registration process.


• You may not use the Website or the Services if you are not of a legal age to form a binding contract with SMSpro.


• Users agree that all terms and conditions herewith published shall be binding on the User and that should there be a contradiction between these general terms and conditions and any other product-specific or service-specific terms and conditions, the product-specific or service-specific terms and conditions shall prevail to the limited extent of such conflict.


• SMSpro reserves the right to refuse to accept and/or execute an order or request to do business or to render any Services without giving any reasons therefore. SMSpro also reserves the right to cancel orders in whole or in part in SMSpro’s sole and absolute discretion.


• User accepts and pays for the services, rendered in accordance with the terms of this Agreement.


• This Agreement shall enter into force upon signing of the Registration Form by the customer and its acceptance by the Joycalls or the By completing registration process of the Registration Form, the Customer expresses its unconditional consent to the terms of the Agreement and connection thereto in whole.

Changes and Amendments

• SMSpro expressly reserves the right, in its sole and absolute discretion, to alter and/or amend any criteria or information set out in these terms and conditions or any information on the Website without prior notice and to update prices and rates quoted on its Website from time to time.


• Users undertake to check the Website frequently and to acquaint themselves with the changes and/or amendments in the information supplied on the Website and, in this regard, Users undertake to check, at a minimum, these terms and conditions for any alteration thereto, including in respect of the prices and nature of any Services, prior to the conclusion of each new credit purchase or service order in respect of the Services governed by these terms and conditions. Users should regularly verify which networks are covered by the Services. Changes may occur as to which networks are covered from time to time.

The Services

• SMSpro shall make all reasonable endeavors to ensure uninterrupted and continued use of the Services, however the delivery of SMS messages is largely dependent on the effective functioning of Network Operators’ cellular networks, network coverage and the SMS recipient’s mobile handset. SMSpro does not and cannot guarantee the availability of any Service, the delivery of SMS messages or the compatibility between any message or content format and any particular mobile handsets or mobile operating systems.


• Network Operators may modify, enhance, develop or discontinue components of their services at any time without prior notice, in which event SMSpro shall be entitled to modify, enhance, develop or discontinue affected Services to Users without notice.


• Joycalls SMS portal will be delivered within 6 – 12 working hours after payment confirmation.


• For masking SMS packages clients have to provide us with work order & masking authorization later in their official letter head pad.


• SMSpro shall use its reasonable endeavors to provide the User with advance notice of any modification, suspension or termination of its Services and shall endeavor to minimize the duration of any suspension thereof in so far as this is reasonably practicable.


• Messages shall be deemed to have been delivered when SMSpro has sent the messages to the immediate destination that it is requested to send to, including, but not limited to, mobile telephone networks, SMTP or other servers.


• SMSpro shall have the right to withhold, terminate or suspend the provision of Services to the User at any time. Where this Agreement or the provision of any Service is terminated by SMSpro for any reason other than breach by the User or discontinuance of a Service by a Network Operator, SMSpro shall refund all monies already paid in advance by the User for any unused terminated Service.


• Ordinary mobile terminated messaging services may be terminated by the User at any time.


• SMSpro has the right to authorize the Agent to perform any and all actions under this Agreement without prior notice to the Customer.


• Delivery of SMS Messages to international Recipients may be provided as part of the Service subject to availability and specific agreements with the overseas network providers. Such agreements are subject to change and may affect the service to certain international Recipients. SMSpro shall not be held liable for any such changes.

Acceptable Usage

• Users acknowledge and understand that SMSpro acts as a conduit for the provision of information and content. Users acknowledge that SMSpro shall not be responsible or liable for any content transmitted and that full responsibility for content shall rest on the User. Users shall observe all relevant legislation and regulations applicable in their jurisdiction and in the jurisdiction of all persons to whom they cause messages to be delivered. It shall be the sole responsibility of Users to familiarize themselves with all applicable laws, regulations and codes of conduct to which they may be subject and to ensure compliance therewith.


• In addition to the provisions set out in the Agreement, the User shall not use the Service including but not limited of the following purposes or in any of the following manners:
  • infringe a law or regulation;
  • be regarded as offensive to public morals, decency or sensibilities;
  • use the Service in connection with chain letters, junk SMS messages, spamming, or any unsolicited messages (commercial or otherwise);
  • transmit or publishing unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. The content of the SMS Messages shall not contain any statements, or images which are or may amount to racial or gender discrimination nor any statements or images of a sexual nature and will not constitute or encourage violation;
  • transmit any material that may infringe the Intellectual Property Rights or other rights of third parties, including trademark, trade secret, copyright or right of publicity;
  • defame, insult, or slander any person or entity;
  • infringe upon any person’s privacy rights; including but not limited to intercepting any communications not intended for the User;
  • collect information about Recipients without their prior consent;
  • transmit any material that contains viruses, trojan horses, worms, destructive materials or harmful computer code or any other harmful or deleterious programs;
  • interfere with or disrupt networks (Internet, mobile, or otherwise) connected to the Service or violate the regulations, policies or procedures of such networks;
  • create a false or forged identity, or otherwise attempt to mislead recipients as to the identity of the sender or the origin of the SMS message;
  • engage in any activity that SMSpro believes could subject it to criminal liability or civil penalty or judgment;
  • attempt to use the Bulk SMS Service in connection with hacking, cracking, flaming or spoofing.
  


• Users shall furthermore ensure that all messages, advertising, information and content produced or generated by a User for transmission or delivery by means of the Services shall comply with all laws and any relevant code of conduct to which SMSpro itself subscribes and is bound in all territories where messages are sent by, or received from, the User. The User is not permitted to send SMS Messages to recipients who have made clear that they do not wish to receive SMS Messages via SMS.


• The User shall specify its identity and contact details in each SMS Message, including but not limited to the User’s telephone number or an email address.


• Users shall not do, nor omit to do, anything that would result, directly or indirectly, in any breach by SMSpro or by the User of any requirement or provision of any applicable legislation, regulations, code of conduct or network usage policies, failing which SMSpro shall be entitled to immediately suspend or terminate the provision of Services to the User and the User shall have no claim of any nature against SMSpro (including claims for reimbursement, refund, compensation or damages). Users hereby indemnify SMSpro against any fine imposed on SMSpro or any damages suffered by SMSpro as a result of any act or omission of a User that amounts to a breach of any law or code of conduct to which SMSpro may be subject. Upon notification of any such fine or damages, Users agree to immediately pay the amount of such fine or damages to SMSpro. Joycalls has the right to set off the claim with any amount paid to the User.


• Users may not use, or knowingly allow others to use, the Services for any purpose that may bring SMSpro’s name into disrepute, or for any purpose that, in SMSpro’s sole and absolute discretion, is improper, immoral or undesirable.


• Users shall not permit, do, nor omit to do, anything which might have the effect of prejudicing or impeding the legitimate activities, interests or goodwill of SMSpro nor any Network Operator.


• In the event of any transgression of any applicable law, regulation, code of conduct, or any provision of these terms and conditions, or in the event of any complaint being received by SMSpro in relation to a User, then the User hereby acknowledges and agrees that SMSpro may in its sole and unfettered discretion remove message recipient contact numbers from the database of a User and/or suspend or terminate Services to a User without prejudice to any other rights that it may have in law or in terms of these terms and conditions.


• Users acknowledge and agree that all messages sent may be stored and can be audited and reviewed by SMSpro or any other person acting on behalf of SMSpro at any time to ensure compliance with these terms and conditions and any applicable law, regulations or code of conduct. User further acknowledge and agree that SMSpro may disclose user identity, his activity in the server, all messages and its contents along with recipient identity on legal demand of authority and regulatory.


• If the national laws require that the Service be availed on the basis of a license, permit, patent, the User shall obtain the required license, permit, patent from the competent authority, and in the absence thereof, resolve any claims brought against the SMSpro at its own expense.

Registration and Security

• To register to make use of the Services, a User must complete the registration process and must provide SMSpro with up to date, complete and accurate information as requested by SMSpro. Failure to provide accurate and complete information on registration may result in termination of the Services. A User may also be required to choose a Username and password. Users are responsible for maintaining the confidentiality of their Usernames and passwords and Users undertake not to divulge their Username and passwords to any other person. A User is entirely responsible for any and all activities that occur under its account and a User shall be strictly liable to make payment of all charges incurred under its account whether or not these charges are incurred by the User or any other person, authorized or unauthorized, intentionally or unintentionally, or as a result of any virus, hack or security breach.


• Users agree to notify SMSpro immediately of any unauthorized use of their account(s) or any other breach of security.


• It is expressly prohibited for any person, business or entity to gain or attempt to gain unauthorized access to any page on this Website, or to deliver or attempt to deliver any unauthorized, damaging or malicious code to this Website. Any person who delivers or attempts to deliver any unauthorized, damaging or malicious code to this Website or attempts to gain unauthorised access to any page on this Website shall be held criminally liable and in the event that SMSpro should suffer any damage or loss, civil damages will be claimed.


• In the event that a User wishes to replace a person/employee using a specific SMSpro account of the User, and wishes to prevent the individual person from accessing the account, the account holder shall inform SMSpro in writing of this change and change all details on the account accordingly. SMSpro may refuse to act on the instructions of an account holder where the account holder fails to provide sufficient proof of its identity as the account holder and the authority of the person purporting to represent it in making such a request and SMSpro shall have no liability to the account holder or the individual person where it refuses to act in the absence of such proof, nor where it acts in good faith reliance of any information submitted to it in support of any such request made by any person purporting to represent the account holder, including in respect of any claims for breach of privacy, security or confidentiality.


• In the event that a person wishes to lodge a complaint that a User has used the Services in any manner that infringes on the complainant’s rights or the rights of another person, the complainant shall provide SMSpro with a written notice setting out:


• Any person who lodges a notification of unlawful activity with a service provider knowing that it materially misrepresents the facts is liable for damages for any wrongful suspension or deactivation of services. Users acknowledge and agree that SMSpro shall not be liable to the User or any other person for damages or other liabilities resulting from wrongful suspension or deactivation of services in response to any such notification.


• Should SMSpro receive a complaint from any person or body concerning any SMS Message sent by the User, the User shall fully cooperate with SMSpro to investigate and resolve such complaint without delay. The User shall take full responsibility for managing the response to any complaint. In such circumstances, the User shall provide regular updates to SMSpro on the status of the complaint and provide such other information concerning the complaint as SMSpro may request from time to time.


• No SMSpro account may be transferred from one person to another without the written consent of SMSpro. Where SMSpro consents thereto, the new person shall be responsible for updating all details on the account accordingly. If the Username is the former person’s name or trademark, a new account must be registered.


• In the event that a User forgets his or her password and/or his or her contact details used for password recovery has changed (e-mail address, mobile number) and he or she requests a password change, mobile number change or e-mail address change, SMSpro will call or e-mail the existing contact telephone number or email address on the account. The User agrees that if there is no response or no confirmation of the above request, the User may be required to re-register. The User further agrees that if any person responding to the above contact confirms the request, then the request may be effected and a new password issued to such person and the User agrees that SMSpro shall not be liable for any damages or breach of privacy, security or confidentiality resulting therefrom, including but not limited to where unauthorized persons have gained access to the Users email account or telephone.

Termination

• The Agreement shall commence as described in clause 3.7 and except as otherwise provided in the Agreement, shall continue unless the User gives one full calendar month written notice of termination.


• SMSpro reserves the right to terminate this Agreement immediately on providing notice to the User for any reason whatsoever.


• SMSpro may terminate this agreement and access to this Site or the Services found at this Site immediately:
• I. if SMSpro receive an order from a regulatory body to cease providing services to you;
• II. if SMSpro reasonably believes that the User is engaged in any fraudulent or damaging activities or attempts to comprise the SMSpro service;
• III. any other legal, reputational, or risk-based reason exists, in SMSpro’s sole discretion;
• IV. Without the written consent of SMSpro you attempt or do transfer, assign or deal with this agreement or the site or Services;
• V. You attempt or use the site in a way which is not approved by SMSpro;
• VI. If you or your personnel, directors, or anyone related with you prevent SMSpro from properly performing its obligations under this agreement.


• Without prejudice to Joycalls’s any other right, you admit that in case of above (IV), (V), (VI) Joycalls has the right to claim compensation from you.


• After termination by either party as described above, User shall no longer have access to, and shall cease all use of the SMSpro Services. Any termination of this Agreement does not relieve user of any obligations to pay any fees, costs, penalties, Chargebacks or any other amounts owed by you to us as provided under this Agreement, whether accrued prior to or after termination.


• Upon termination or expiration of this agreement for any reason, User shall pay any amount due to SMSpro immediately with no right to set-off.

Privacy

• SMSpro will not intercept, monitor, copy or disclose any User messages or personal information about the User or the User’s SMSpro account, phonebook or MSISDN’s, other than in the normal course of the use of the Services, without the User’s prior permission unless SMSpro believes in good faith that such action is necessary to conform to legal requirements, to co-operate or comply with legal process, investigations, summonses, subpoenas and the like, to protect and defend the rights, property or legally protectable interest of SMSpro, the User or other third party, to enforce any of the provisions of these terms and conditions or to protect SMSpro’s business or reputation. The User agrees that SMSpro may access its account and message contents for the purposes described above without notice and in order to respond to service or technical issues and that SMSpro may communicate with the User from time to time for purposes including, but not limited to, communicating information regarding any updates, upgrades, notices, or other information.


• A recipient of a message has the right to know the identity of the sender, and this will be disclosed on request to the recipient, regulatory and the like.


• Users agree that SMSpro may make use of website visitor and non-identifiable account usage data for statistical and analytical purposes. In providing its services, SMSpro has implemented Google Analytics services for its audience reporting and remarketing features. When making use of these services, SMSpro does not process or share any data that allows any third party to identify any individual persons. In accepting these terms services, a user agrees that SMSpro may use and share de-personalised data for the analytics purposes set out above.


• Users agree that they shall not violate any privacy laws, regulations or applicable codes of conduct relating to the protection of personal information of End Users including but not limited to names, addresses, email addresses, landline and mobile telephone numbers and shall not disclose the personal information of end users to any third party save without the express consent of the End User or where specifically required or permitted by law to do so and indemnify SMSpro against violation of privacy data in relation to any claim.

Payment and Prices

• You are obliged to pay in due time all fees for the use of the Service according to the pricing option you have chosen. The current pricing offer is available at: smspro.biz

User Warranties and User Obligations

• Users warrant that, they shall comply with all applicable laws, regulations, Network Operator requirements or applicable codes of conduct which may be applicable in their jurisdiction and the jurisdiction of all persons to whom they cause messages to be delivered;
• - they shall include their own contact details and identifying particulars in their messages to ensure that complaints are directed at them and not at the Network Operator;
• - they shall not send unlawful, abusive, harassing, threatening or obscene messages to any End User or any other person or persons, including both natural and juristic entities; and
• - they shall not engage in any fraudulent act by means of or in connection with any of the Services nor in connection with payment therefor.


• Any subscription service for which an End User is debited or billed on a repeated basis without expressly confirming each individual transaction, individual programme or application administered by a User to an End User must be offered on an "opt-in basis." In addition, each User must also offer a convenient, easy-to-use and conspicuous method for an End User to opt-out from any subscription service, individual programme or application.


• The User hereby guarantee that while availing the service under this Agreement they will not infringe the intellectual property rights in relation to SMSpro and with respect to third parties.


• If, notwithstanding the provisions of this Agreement, User violates the copyright of the above parties, User shall be solely responsible to them.

Breach

• Where a User breaches any of these terms and conditions, including terms relating to payment of any amount due to SMSpro then, without prejudice to any of its legal rights, SMSpro shall be entitled to, amongst other things, to cancel its agreement with the User, to suspend or terminate the provision of services to the User, to suspend, disable or terminate the User’s account/s, to sue for specific performance by the User, to claim damages and/or to retain any monies already paid by the User in respect of services not utilized by it as damages resulting from such breach and to set off any claims that SMSpro may have against the User from any other amounts due to the User by SMSpro.


• Where a User account is suspended or terminated due to any breach of these terms and conditions, SMSpro reserves the right to also suspend or terminate all other accounts registered by, or on behalf of such User, as well as suspend or terminate any account registered by any other person or persons whom SMSpro, in its sole and unfettered discretion, believes is affiliated with the User concerned.

Limitation of Liability, Warranties and Indemnities

• THE USER HEREBY INDEMNIFIES AND HOLDS SMSpro HARMLESS AGAINST ANY AND ALL DAMAGES, LIABILITIES, FINES AND RISKS THAT MAY FOLLOW FROM THE USES AND TRANSGRESSION OF THESE TERMS AND CONDITIONS.


• SMSpro SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY OF WHATSOEVER NATURE ARISING FROM THE USE OR INABILITY TO USE THE WEBSITE OR THE SERVICES OR ANY CONTENT PROVIDED FROM AND THROUGH THE WEBSITE.


• These terms and conditions together with any other contractual documents expressly referenced in these terms and conditions contain all of the terms of agreement between the User and SMSpro.


• The Website and the Services are supplied on an "as is" basis and are not supplied to meet the User’s individual requirements. To the fullest extent permitted by law, SMSpro disclaims all representations and warranties relating to the Services (whether express, implied and statutory, including but not limited to the warranties of merchantability and fitness for a particular purpose). It is the sole responsibility of the User to satisfy itself prior to entering into this agreement with SMSpro that the Services and the Website will meet the User’s individual requirements and be compatible with the User’s hardware and/or software and message recipient handsets and devices.


• Users agree to hold SMSpro harmless and indemnify SMSpro fully against any claim by any third party, including message recipients or End Users, as a result of any system failure, message corruption, interruption or termination of services, unsolicited direct marketing, harassment, emotional disturbance, inappropriate or obscene content, breach of privacy or breach of data security, provided that none of the foregoing result from SMSpro’s own gross negligence or fraudulent acts or omissions.


• Users indemnify and hold SMSpro harmless against all reasonable damages, awards, penalties or legal costs claimed or imposed by any party as a result of any action, commission or omission by the User that constitutes a breach or contravention of any legislation, regulations, code of conduct or network provider codes or practice or acceptable usage policies.


• Users further indemnify and hold SMSpro harmless against any reasonable claims, actions or damages from any party as a result of the fraudulent or unauthorized use of the User’s Username and password or loss thereof.


• Without derogating from the foregoing, in no event shall SMSpro be liable for any damages whatsoever, including but not limited to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use or unauthorised use of the Website or the Services, whether such damages arise in contract, delict, under statute, in equity, at law or otherwise.


• Notwithstanding the foregoing provisions and without derogating therefrom or limiting their application in any way, in the event that a User has a valid claim against SMSpro arising from any Services provided under these terms and conditions then the User’s claim shall be limited to payment of an amount equal to the amount paid for the Services that are the subject of the claim in the month prior to any such claim arising.

General

• The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of these terms and conditions is found to be unenforceable or invalid, such term(s) or condition(s) shall be severable from the remaining terms and conditions. The remaining terms and conditions shall not be affected by such unenforceability or invalidity and shall remain enforceable and applicable.


• User hereby grants SMSpro permissions to use User’s name and logo in its marketing materials including, but not limited to use on SMSpro’s website, in customer listings, in interviews and in press releases in any form.


• The rights and obligations of the User in terms of this Agreement may not be ceded or delegated to any unrelated third party without the written consent of SMSpro which consent shall not be unreasonably withheld or delayed. The rights and obligations of SMSpro in terms of this Agreement may be ceded and delegated by it to any other party without the written consent of the User.


• The relationship of SMSpro and User is that of independent contractors. Neither User nor any of its employees, consultants, contractors or agents are agents, employees, partners or joint ventures of SMSpro, nor do they have any authority to bind SMSpro by contract or otherwise to any obligation. None of such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise.


• No indulgence, leniency or extension of time which SMSpro may show to the User shall in any way prejudice SMSpro or preclude SMSpro from exercising any of its rights in the future.


• Charges, Liability for Chargebacks, Invalidated Payments and other Liabilities, Actions We May Take, Confidential Information, Indemnification, Limitation of Liability, Disclaimer, Term and Termination, General Provisions, as well as any other terms which by their nature should survive, will survive the termination of this Agreement.

Disclosure of Information

• SMSpro is a product by Joycalls Bangladesh Ltd.


• These terms and conditions apply to the platform and website operated by SMSpro including smspro.biz and shall include any page or part thereof.


• For any kind of contact regarding service the address is Wakil tower Level 4, Gulshan badda link road , Dhaka, 1212, Bangladesh the address mentioned in the introduction.


• Costs/payment methods. Taxes: The User shall be liable to make payment of any and all value added tax, general sales tax or other taxes applicable to the services in the User’s own jurisdiction and at the applicable rates. Unless expressly indicated to the contrary, all advertised or displayed prices are advertised and displayed exclusive of such taxes. Manner of payment: Payment methods include cash, electronic transfer or cheque deposit where authorized by SMSpro.

Proprietary Rights

• All content, trademarks and data on this website, including but not limited to software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or licensed to SMSpro, and as such, are protected from infringement by domestic and international legislation and treaties. Subject to the rights afforded to the User herein, all other rights to all intellectual property on this site are expressly reserved.


• SMSpro shall grant a User an individual, personal, non-sublicensable, non-exclusive and non-transferable license ("the License") to use its proprietary software and/or application service, in object code form only, and only in accordance with the applicable User documentation, if any, and only in conjunction with the relevant Services. The User may not, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to establish the source code or underlying ideas or algorithms of the software; modify, translate, or create derivative works based on the software/application; copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the software/application; use the software/application for time sharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels with regard to SMSpro products and/or services. The User acknowledges that SMSpro and its licensors retain ownership of all propriety applications, software, intellectual property and any portions or copies thereof, and all rights therein. Upon termination of the Services for any reason, this License will terminate and the User shall destroy and cease to use all software and applications in its possession. The software is provided and applications are offered "as is" and subject to the Service warranty disclaimers and limitations of liability found elsewhere in these terms and conditions. It is the responsibility of the User to test the Services should they wish prior to entering into this agreement.


• Content from the Website may not be used or exploited by Users for any commercial and non-private purposes without the prior written consent of SMSpro.

Linking and Framing

• Any third party site may link to this Website provided that such a link is directed at the home page of this Website. It is expressly prohibited for any person, business, entity or website to link to any page other than the home page of this Website, without the prior written approval of SMSpro.


• SMSpro may provide links to the User only as a convenience and the inclusion of any link does not imply SMSpro’s endorsement of such sites.


• Any linked third party websites,pages or advertisements that may be accessible from the Website, including content posted in social media or RSS feeds displayed on the Website are not subject to the control of SMSpro. SMSpro shall not be held responsible or liable (whether directly or indirectly) in any way for the contents, use, or inability to use or access any such third party websites, pages or advertisements and any use or reliance thereon shall be at the Users sole and exclusive risk.


• It is expressly prohibited for any person, business, entity, or website to frame any page on this Website, including the home page, in any way whatsoever, without the prior written approval of SMSpro.

Searching Technology

• Apart from good faith search engine operators and use of the search facility provided on the Website by Users, no person may use or attempt to use any technology or applications (including web crawlers, robots or web spiders) to search, collect or copy content from the Website for any purpose whatsoever, without the prior written consent of SMSpro.


• The use of non-malicious search technology, such as ‘web-crawlers’ or ‘web-spiders’, to search and gain information from this Website is not permitted if such technology will result in slowing down this Website’s server or copyright infringement of any data and information available from this website. Data and information may only be used as provided for in these terms and conditions. E-mail addresses, names, telephone numbers and fax numbers published on the Website may not be incorporated into any database, used for electronic or direct marketing or other similar purposes. No permission is given, nor is it implied, that information on the Website may be used to communicate unsolicited communications to SMSpro notwithstanding that such information may be published as SMSpro’s contact information.

Applicable Law and Arbitration

• These terms and conditions shall be governed by, construed and interpreted in accordance with the laws of the People’s Republic of Bangladesh.


• Any disputes or difference whatsoever arising between the You and Joycalls out of or in connection with or incidental to the Agreement including the operation or interpretation of this Agreement shall be solved amicably by mutual discussions. In the event of failure to solve any such disputes within 30 days from the date of notice, the matter shall be referred to arbitration in accordance with the provisions of the Arbitration Act 2001. Each Party shall appoint its own arbitrator and the arbitrators of the Parties so appointed shall appoint a third arbitrator who shall be the Chairman of the Arbitral Tribunal. The language of the arbitration shall be English and the venue shall be at Dhaka.

Confidentiality

• During the Term, the User shall treat all such information as confidential, whether or not so identified, and shall not disclose any part thereof without the prior written consent of SMSpro. The foregoing obligation, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information, (ii) is, through no fault of User, hereafter disclosed in publicly available sources of information, (iii) is now in the possession of User without any obligation of confidentiality, or (iv) has been or is hereafter rightfully disclosed to User by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. In its performance hereunder, User shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm, or corporation.


• The User shall not at any time divulge, disclose or otherwise furnish, directly or indirectly, to any third party any Confidential Information except: (a) with the prior written consent of SMSpro; (b) as otherwise may be required by law, legal process or generally accepted accounting principles; or (c) in confidence to its employees, legal counsel, accountants or other similarly situated advisors, in each case, only where such persons or entities have a legitimate need to know such Confidential Information and are under appropriate nondisclosure obligations.


• Each party shall forthwith notify the other party of any information, which comes to its attention regarding any actual or potential breach of confidentiality, disclosure or unauthorized use of the confidential information. This clause shall survive the expiry or termination of this Agreement.

Force Majeure

• Except payment obligation of User, neither party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform any of its obligations, if the delay or failure was due to any cause beyond the party’s reasonable control including (without limitation) flood, fire, acts of terrorism, cyber-attack, civil disturbance, acts of any government or authority, revocation of any license or consent, default of any supplier or sub-contractor, failure of any power supply, theft, malicious damage, strike lock-out or industrial action, unanticipated technological or natural interference or intrusion, loss, or damage to satellites, loss of satellites linkage or any other data communication linkage, loss of connectivity or any other irresistible force or compulsion, other acts of Government, any new law or regulation. or the failure of any electronic communications system of any machine computer data processing system or communication link or by any other circumstance whatever beyond its reasonable control.


• If the Force Majeure events continue for a continuous period of 30 days, either party may by written notice to the other terminate this agreement.

Entire Agreement

• These terms and conditions constitute the entire agreement between SMSpro and the User.

Notices

• If you have any questions, queries or wish to request permission to use any part of this Website, including, linking, framing, or searching, please contact us at the following address, which address shall be the address at which any legal notices or documents shall be required to be served:
• Address: Ta-131 Wakil Tower ,Gulshan Badda Link Road, Gulshan 1, Dhaka, 1212, Bangladesh
• Telephone: +01707122201
• Email: info@smspro.biz
• Website: smspro.biz