International OM Platform — User Service Agreement

1. Definitions, Acceptance,and Parties

1.1 Definitions. In this Agreement:

“Platform” means the International OM Platform operated by [INNOPAAS], including the website, console, APIs, documentation, and related interfaces.

“Services” means the communications, messaging, verification, voice, and related technology services made available through the Platform.

“Customer” or “you” means the legal entity or natural person that accepts this Agreement.

“End User” means any individual whose personal data or device receives communications sent through the Services by a Customer.

“Customer Content” means any data, text, message content, or other material submitted by a Customer to the Platform.

“End-User Data” means any personal data of End Users processed by the Platform on behalf of a Customer.

1.2 Parties. This Agreement is entered into between [INNOPAAS] (referred to as “the Platform,” “we,” “us,” or “our”) and you (referred to as “the Customer,” “you,” or “your”), and governs your access to and use of the Services.

1.3 Acceptance. By registering an account, clicking “I Accept,” or otherwise accessing or using the Services, you confirm that you have read, understood, and agreed to be bound by this Agreement in its entirety. If you do not agree, you must immediately stop accessing and using the Services.

1.4 Acceptance on Behalf of an Entity. If you accept this Agreement on behalf of a company or other legal entity, you represent and warrant that you have full legal authority to bind that entity, in which case “you” refers to that entity. The entity that accepts this Agreement shall be jointly and severally liable with the individual who accepts it for the performance of obligations under this Agreement.

1.5 Supplemental Terms. We may publish supplemental or service-specific terms (including Acceptable Use Policy, Service Specific Terms, or Data Processing Agreement) that apply to particular Services. Such supplemental terms are incorporated by reference into this Agreement and form an integral part of it.

2. Eligibility and Account

2.1 Eligibility. You must be a duly incorporated and validly existing legal entity, or a natural person or other organization with full civil capacity under the laws of your jurisdiction. If you are entering into this Agreement on behalf of an entity, you further represent and warrant that such entity is duly organized and validly existing under its governing law.

2.2 Account Information. When registering an account, you must provide true, accurate, up-to-date, and complete information, and promptly update such information through your account to keep it true, accurate, current, and complete. We may rely on the information you provide without independent verification.

2.3 Account Security. Your account serves as the primary means of identifying you in connection with the Services. All activities carried out under your account are deemed to be carried out by you, and you bear full legal responsibility for them. You are responsible for safeguarding your account credentials and for any losses arising from the disclosure or misuse of such credentials.

3. Service Content and Use Rules

3.1 Service Scope. The Platform provides communications and messaging technology services, including without limitation the service types displayed on the order or pricing pages. You may purchase Services online through the Platform at your discretion.

3.2 Service Availability. We will use commercially reasonable efforts to maintain the availability of the Services. However, we do not guarantee that the Services will be uninterrupted or error-free.

3.3 Service Updates. We may modify the features and functionality of the Services from time to time. For material changes, we will use reasonable efforts to notify you in advance through one or more of the following channels: website notice, in-product message, on-platform notification, or email. If you continue to use the Services after such changes take effect, you are deemed to have read, understood, and accepted the modified terms. If you do not agree, you must immediately stop using the Services.

3.4 Customer Obligations and Warranties. You represent, warrant, and agree that:

(a) all data you submit to the Platform (including End-User mobile numbers) has a lawful source, has been duly authorized by the relevant End Users, and does not infringe the legitimate rights of any third party;

(b) you have obtained, directly or indirectly, all necessary consents and authorizations from End Users for the collection, use, storage, and cross-border transfer of their personal information to the Platform, including to the Platform’s servers located in Singapore, in accordance with applicable data protection laws;

(c) you will not use the Platform to send unsolicited spam, harassing communications, or to engage in any activity that violates applicable law;

(d) you are solely responsible for the legality of your applications, services, and Customer Content (including message content). The Platform acts solely as a technical communications service provider and does not undertake to pre-screen, review, or approve your Customer Content;

(e) you hold, and will maintain throughout the term of this Agreement, all qualifications, licenses, permits, and authorizations required under applicable law to use the Services you have ordered;

(f) neither you, your ultimate beneficial owners, directors, senior officers, nor any party acting on your behalf is listed on any international sanctions list (including those administered by the U.S. Office of Foreign Assets Control, the European Union, the United Nations Security Council, or His Majesty’s Treasury of the United Kingdom), and you are not located in, ordinarily resident in, or acting on behalf of any party located in, a country or region subject to comprehensive sanctions;

(g) you will not resell, sublicense, lease, or otherwise provide the Services to any third party without our prior written consent; and

(h) you will not use the Services in any high-risk or safety-critical scenario, including without limitation medical diagnosis, medical treatment, clinical decision support, financial investment decision-making, autonomous or semi-autonomous driving, air traffic control, or the operation of nuclear, chemical, biological, or weapons facilities.

3.5 Prohibited Uses. You must not, and must not authorize any third party to, use the Services to:

(a) send any content that violates applicable law or regulation;

(b) send spam, harassing communications, phishing, fraudulent, or deceptive messages, or otherwise engage in fraud, impersonation, or other deceptive activities;

(c) impersonate any person or entity, or forge sender information, or infringe the intellectual property, privacy, publicity, or other rights of any person;

(d) interfere with, disrupt, or compromise the integrity or performance of the Platform’s systems or networks;

(e) attempt to circumvent the Platform’s rate limits, compliance controls, anti-fraud measures, or other technical safeguards; or

(f) attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Platform, except to the extent expressly permitted by applicable law.

4. Compliance Responsibility

4.1 Customer Responsibility for Content. You acknowledge and agree that you bear full responsibility for the legality, accuracy, and appropriateness of all Customer Content and all communications conducted through the Services using your account.

4.2 No Pre-Screening. The Platform does not undertake any pre-screening, monitoring, or filtering obligation with respect to your Customer Content. The Platform may, at its sole discretion and without liability, take reasonable measures (including suspending or terminating Services) to address suspected violations of applicable law or this Agreement.

4.3 Compliance with Applicable Laws. Without limiting your other obligations under this Agreement, you warrant that your use of the Services complies with all applicable laws and regulations, including without limitation:

(a) Data protection laws, including the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA/CPRA), Hong Kong’s Personal Data (Privacy) Ordinance (PDPO), Singapore’s Personal Data Protection Act (PDPA), Brazil’s Lei Geral de Proteção de Dados (LGPD), and Indonesia’s Personal Data Protection Law (PDP Law); and

(b) Anti-spam and marketing laws, including the U.S. Telephone Consumer Protection Act (TCPA), the EU ePrivacy Directive (2002/58/EC), the UK Privacy and Electronic Communications Regulations (PECR), and Australia’s Spam Act 2003.

4.4 Indemnification. If your breach of applicable law or this Agreement causes the Platform to incur any fines, penalties, claims, losses, damages, or expenses (including reasonable legal fees), you shall indemnify the Platform, its affiliates, and their respective officers, directors, employees, and agents in full on demand.

4.5 High-Risk Use. Without limiting Section 3.4(h) or Section 4.4, you acknowledge that any use of the Services in a high-risk or safety-critical scenario is at your sole risk, and you shall indemnify the Platform for any losses arising from such use.

5. Fees and Payment

5.1 Pricing. The fees for the Services are as displayed on the Platform’s pricing page at the time of order or as otherwise agreed in writing.

5.2 Payment. You must pay the fees in accordance with the agreed payment terms. If any amount is overdue, we may, at our sole discretion and without liability, suspend or refuse to provide the Services, and may charge interest on the overdue amount at the rate permitted by applicable law from the due date until payment is received in full.

5.3 Taxes. All fees are exclusive of applicable taxes, duties, and similar charges. You are responsible for paying all such taxes and charges, except for taxes based on the Platform’s net income.

6. Disclaimer and Limitation of Liability

6.1 Routine Maintenance. We may periodically inspect, maintain, upgrade, or optimize the Platform and related equipment, systems, and software (“Routine Maintenance”). We will not be liable for any interruption or suspension of the Services resulting from Routine Maintenance performed within a reasonable time, provided that we use commercially reasonable efforts to minimize disruption.

6.2 Force Majeure. Neither party will be liable for any delay in performance or any failure to perform any obligation under this Agreement that is caused by events beyond its reasonable control, including without limitation natural disasters, acts of government, enactment or amendment of laws or regulations, strikes, civil unrest, underlying carrier failures, network security incidents, or other force majeure events.

6.3 No Guarantee of Perfection. Given existing technical and operational constraints, the Platform does not warrant that the Services will be flawless, uninterrupted, timely, secure, or error-free. The Platform is not responsible for service interruptions, policy changes, channel restrictions, functional limitations, or fee adjustments caused by third-party operators, channel providers, or other parties outside the Platform’s reasonable control.

6.4 AS IS Basis. To the maximum extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis. We and our affiliates expressly disclaim all warranties of any kind, whether express, implied, or statutory.

6.5 Limitation of Liability. To the maximum extent permitted by applicable law, the Platform and its affiliates will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business, data, goodwill, or business opportunity, regardless of the theory of liability (whether based in contract, tort, statute, or otherwise) . The aggregate liability of the Platform under or in connection with this Agreement, for any and all claims, will not exceed the total fees actually paid by you for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.

7. Suspension and Termination

7.1 Grounds for Suspension or Termination. We may suspend or terminate your access to the Services, in whole or in part, with or without notice, if:

(a) you materially breach this Agreement or any supplemental terms;

(b) you fail to pay fees when due and the failure continues beyond the agreed grace period;

(c) a regulatory or judicial authority orders us to do so, or we reasonably believe that continued provision of the Services would violate applicable law;

(d) it is reasonably necessary to protect the legitimate rights of the Platform, its other customers, End Users, or the public;

(e) you cease operations, are dissolved, have your business license revoked or cancelled, become insolvent, file for bankruptcy, or experience other events that materially impair your ability to perform your obligations under this Agreement; or

(f) you materially breach our Privacy Policy, Acceptable Use Policy, or the Data Processing Agreement.

7.2 Effect of Termination. Upon termination of this Agreement for any reason:

(a) all rights granted to you under this Agreement will immediately cease;

(b) you must stop using the Services and pay all amounts due to the Platform;

(c) the Platform may delete your Customer Content and End-User Data in accordance with its retention policies and applicable law, unless retention is required by law or for legitimate business purposes; and

(d) Sections 2.3, 3.4, 3.5, 4, 5.3, 6, 7.2, 7.3, 8, 10, 11, and 12, survive termination by their nature .

7.3 Pre-Termination Conduct. Regardless of the reason for termination, you remain solely and independently responsible for any liability arising from your acts or omissions prior to the date of termination.

7.4 No Refund. Unless expressly required by applicable law, fees paid are non-refundable upon termination. Any unused prepaid balance may be forfeited at our sole discretion, subject to applicable law.

8. Confidentiality and Intellectual Property

8.1 Confidentiality. Each party will protect the other party’s confidential information with the same degree of care it uses to protect its own confidential information of similar nature, and in any event with no less than reasonable care. Confidential information includes non-public business, technical, financial, customer, or product information disclosed by one party to the other in connection with this Agreement. The receiving party will not use the disclosing party’s confidential information except as necessary to perform under this Agreement, and will not disclose it to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section.

8.2 Platform IP. The Platform and its affiliates exclusively own, or have been duly authorized to use, all intellectual property rights in and to the Platform, including software, APIs, SDKs (as integrated components of the Platform), user interface designs, trademarks, patents, trade secrets, documentation, and legal texts. No rights are granted to you other than the limited license expressly set out in this Agreement.

8.3 Limited License to Use the Platform. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes during the term. Except as expressly permitted by this Agreement, you may not copy, modify, reverse engineer, decompile, or disassemble the Platform; remove or alter any proprietary notices; or use any trademark, logo, or brand of the Platform without our prior written authorization.

8.4 Customer Content. As between you and the Platform, you (or your licensors) retain all intellectual property rights in your Customer Content.

8.5 License from You to the Platform. You grant the Platform a worldwide, non-exclusive, royalty-free, sublicensable license to copy, store, transmit, process, and display your Customer Content as necessary to provide, maintain, protect, and improve the Services, and to comply with applicable law, during the term of this Agreement.

8.6 Your Warranties Regarding Customer Content. You represent and warrant that you own, or have secured all necessary rights to, the Customer Content; that the Customer Content does not infringe the legitimate rights of any third party; and that you have obtained all necessary consents from End Users. You shall indemnify the Platform in full for any losses arising from a breach of this Section 8.6.

9. Changes to this Agreement

We may modify this Agreement to reflect changes in applicable law, regulatory requirements, the Services, or our business practices. For material changes, we will use reasonable efforts to provide you with reasonable advance notice, through one or more of the channels described in Section 3.3. Your continued use of the Services after the effective date of the modified Agreement constitutes your acceptance of the changes. If you do not agree, you must stop using the Services before the effective date.

10. Governing Law and Dispute Resolution

10.1 Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the Hong Kong Special Administrative Region, excluding its conflict-of-laws rules.

10.2 Negotiation and Arbitration. The parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiation. If the dispute is not resolved within thirty (30) days, it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with the HKIAC Administered Arbitration Rules then in force. The seat of arbitration shall be Hong Kong, the language of arbitration shall be English, and the arbitral award shall be final and binding on both parties.

11. Entire Agreement; Order of Precedence

This Agreement, together with any supplemental terms expressly incorporated by reference (including the Privacy Policy, Acceptable Use Policy, Service Specific Terms, and the Data Processing Agreement), constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral. In the event of any conflict between this Agreement and any supplemental term, the supplemental term will prevail with respect to the Services to which it relates, unless expressly stated otherwise.

12. Miscellaneous

12.1 You may not assign, transfer, or delegate this Agreement, in whole or in part, without our prior written consent.

12.2 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions will remain in full force and effect.

12.3 The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

12.4 Notices to you may be sent to the email address or through the in-product messaging channels associated with your account. A notice is deemed given when sent, except that a notice of material breach or termination is deemed given only when actually received.