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Specific Terms for VerifyS Service

These Terms of Service, as amended from time to time ("Terms"), are entered into by and between GEELAB PTE. LTD("us", "we", "our" or "geelab"), and the customer identified during Onboarding ("Customer"). "Onboarding" means the process by which Customer procures from GEELAB a subscription to use the Service through a self-service sign-up process made available on GEELAB’s website(www.geelab.tech, console.geelab.tech, etc.). These Terms and any terms agreed-to during Onboarding are collectively referred to herein as the "Agreement". By accessing or using the Service (as defined below) or clicking a button or checking a box marked "Submit", "I Agree", "I Accept", or something similar, or by otherwise affirmatively manifesting assent to this Agreement, Customer signifies that Customer has read, understood, and agrees to be bound by this Agreement as of Customer’s completion of Onboarding (such date, the "Effective Date").

  1. Service Scope

    1.1 Subject to the Agreement and the applicable Service-Specific Terms, Customer may access and use the Geelab SMS Service to send (i) verification code SMS, (ii) notification SMS, and (iii) marketing SMS, (as the case may be) (" SMS ") through SMS to cell phone numbers specified by the Customer (" Recipients ").

  2. Account Registration

    2.1 In order to access and use the Geelab SMS Service, the Customer must register an account (" Account "). The Customer must submit true, complete, accurate and up to date information (" Customer Particulars ") to Geelab to register the Account, including name, identification number, mobile number, entity name, name of authorised representative, and contact detail of authorised representative.

    2.2 The Customer shall ensure that the Customer Particulars comply with Applicable Laws and do not contain any illegal or objectionable materials. If there are any changes to the Customer Particulars, the Customer must inform Geelab of the same within ten (10) days.

    2.3 The Customer acknowledges and agrees that Geelab’s ability to provide the Geelab SMS Service may be subject to Geelab conducting necessary checks and authentications on the Customer Particulars and being satisfied that the same is true, complete, accurate and up to date and do not contain any illegal or objectionable materials. The Customer shall be solely responsible for all legal and adverse consequences arising out of the Customer’s failure to provide true, complete, accurate and up to date Customer Particulars.

  3. Accesskey ID, AccessKey Password and API

    3.1 The Customer shall be solely responsible for maintaining the security and confidentiality of the Accesskey ID and AccessKey Password which had been assigned to the Customer by Geelab, and the security of its own Equipment and Internet connection used to access and use the Geelab SMS Service, including without limitation to the loss and unauthorised use of Accesskey ID and AccessKey Password, and the making of unauthorised API calls.

    3.2 The Customer agrees not to disclose its Accesskey ID and AccessKey Password to any third party without Geelab’s prior written consent, which shall be at Geelab’s sole discretion.

    3.3 The Customer undertakes to notify Geelab immediately if it discovers or suspects any loss or unauthorized use of Accesskey ID and AccessKey Password.

    3.4 The Customer acknowledges and agrees that:

    • (a) Geelab shall be entitled to regard all activities and operations of the Geelab SMS Service that occur under or through the use of the Customer’s Accesskey ID and/or AccessKey Password as the activities and operations of the Customer and attribute the same to the Customer, and the Customer shall be liable to Geelab for all such activities and operations, regardless of whether or not the activities are authorised or undertaken by the Customer; and
    • (b) Geelab shall be entitled to cancel the Accesskey ID and AccessKey Password, and otherwise suspend or terminate the Customer’s access to and use of the Geelab SMS Service at any time if Geelab believes that the Customer’s Accesskey ID and AccessKey Password had been compromised or are at risk of unauthorised use.

    3.5 Geelab shall not be liable to the Customer for any harm or loss arising from or relating to (i) the loss or theft of the Customer’s Accesskey ID and AccessKey Password; (ii) any unauthorised access or use of the Geelab SMS Service through Customer’s Accesskey ID and AccessKey Password; and/or (iii) any cancellation of the Customer’s Accesskey ID and/or AccessKey Password or suspension or termination of the Customer’s access to and use of the Geelab SMS Service in accordance with Clause 3.4(b) of these Service-Specific Terms.

    3.6 Geelab is only responsible for providing the API. The Customer shall be solely responsible for writing its own program for the use of the Geelab SMS Service. Geelab shall not be responsible or held liable for the Customer’s programming process or any programs written by the Customer (including any use of such program by any party).

    3.7 In these Service-Specific Terms,

    • (a) " API " means the Application Programming Interface provided by Geelab to the Customer through which the Customer can make an API call to use the relevant Geelab SMS Service (including to transmit to Geelab the content of the SMS intended to be sent by the Customer and the Recipients which such SMS are to be sent to);
    • (b) " Accesskey ID " is the identification used by Geelab to identify the Developer;
    • (c) " AccessKey Password " is the password used by Geelab to verify the legitimacy of the request for the use of the relevant Geelab SMS Service initiated by the Customer; and
    • (d) " Developer " means the Customer or an employee of the Customer who has been authorised to make an API call to use the relevant Geelab SMS Service through the API.
  4. Customer’s representations, warranties and undertakings

    4.1 During the Customer’s use of the Geelab SMS Service, the Customer represents, warrants and undertakes that it shall comply with Applicable Laws and the Policies in relation to its use of the Geelab SMS Service, including but not limited to ensuring that:

    • (a) it has obtained, and will maintain during the Service Term, all licences, consents, registrations, permits, approvals and qualifications which are or may be necessary for it to use the Geelab SMS Service and to engage in business activities related to the use of the Geelab SMS Service;

    • (b) it will ensure the contact details of the Recipients provided to Geelab are accurate, complete and up to date, and will promptly update Geelab if there are changes to such contact details;

    • (c) it will only send SMS to Recipients where permitted to do so under Applicable Laws. Without limitation to the foregoing, if required under Applicable Laws, the Customer shall only send SMS to Recipients who:

      • (i) have given clear and unambiguous consent, permission or authorisation for the Customer to send the Recipient such SMS; or
      • (ii) have not placed themselves on a Do-Not-Call registry or such other list or database of numbers to which the sending of the SMS intended to be sent by the Customer is prohibited, and have not previously opt-out of receiving the SMS intended to be sent by the Customer, or otherwise instructed the Customer not to send such SMS;
    • (d) the Customer will not send or instruct Geelab to send SMS to Recipients during such time periods which the sending of such SMS is prohibited by Applicable Laws;

    • (e) the Customer will not use the Geelab SMS Services to carry out or engage in the following activities:

      • (i) require Recipients to provide sensitive personal data including without limitation to bank account numbers and passwords, or to carry out any operations on any financial accounts;
      • (ii) engage in the following restricted businesses: money lending, trading of stocks, precious metals (including paper gold), futures and commodities, real estate, financial services/ loans/payment collection, payment services and other financial services, tobacco and alcohol, medicine and health products, adult products or services, collectables, virtual currency, agent registration, and APP promotion, or any other businesses restricted or prohibited by law; or
      • (iii) carry out any other activities which are, directly or indirectly, disparaging, deleterious or damaging to the interests, integrity, reputation or goodwill of Geelab, the CPaaS Providers and their affiliates, infringe the legitimate rights and interests of third parties, harass or create a nuisance for the Recipients, or which may otherwise trigger complaints by the Recipients;
    • (f) the SMS sent to the Recipient contains:

      • (i) complete, accurate, up-to-date, and functional information which the Recipient can use to identify the Customer, contact the Customer, and refuse to receive or unsubscribe from receiving other SMS from the Customer in the future in a free, convenient and efficient way; and
      • (ii) such other content required to be included in such SMS by Applicable Laws, including without limitation to title, content or other identifiers indicating that such SMS is of an advertising or marketing nature (as may be applicable);
    • (g) the content of the SMS is not false, deceptive, misleading, or contain any content prohibited by Applicable Laws; and

      (h) it will respond to Geelab promptly and in any event within six (6) hours, in the prescribed format determined by Geelab, in the event Geelab receives any complaints about the SMS sent by the Customer.

    4.2 In the event the Customer uses the Geelab SMS Service in breach of the Agreement, Geelab shall be entitled to suspend or terminate the Geelab SMS Service without liability to the Customer, and the Customer shall indemnify Geelab for all losses and damages (including any fines and penalties imposed by any governmental or regulatory authorities) incurred as a result thereto.

  5. Payment

    5.1 This Clause 5.1 shall apply to the extent the Customer is an entity in Singapore or Geelab is providing the Geelab SMS Service to the Customer in Singapore.

    • (a) Geelab will only invoice the Customer for Geelab SMS Service which the Customer had subscribed to as stipulated in an Order Form.

    • (b) If Customer disputes any amount which the Customer had paid to Geelab in respect of the Geelab SMS Service, Customer must issue a written notice to Geelab (" Dispute Notice ") within one (1) calendar year from the date of the invoice under which such amount was paid. The Dispute Notice shall specify the amount in dispute and the grounds of the dispute. Geelab shall conduct a complete and objective review of the matters in the Dispute Notice and shall provide a written response to the Customer within thirty (30) days of its receipt of the Dispute Notice.

  6. Use of Customer’s Service Information

    6.1 The Customer hereby acknowledges and agrees that Geelab may use the Customer’s EUSI to provide the Geelab SMS Service to the Customer and such other purposes as set out in the Agreement (including these Service-Specific Terms), including the following purposes:

    • (a) for planning requirements in relation to network operations or network maintenance for the Geelab SMS Service provided by Geelab;

    • (b) for facilitating interconnection and inter-operability with other parties for the provision of the Geelab SMS Service;

    • (c) for the provision of assistance to law enforcement, judicial or other government agencies;

    • (d) for compliance with any regulatory requirement imposed by governmental or regulatory authorities authorising the use of EUSI; and/or

    • (e) for managing bad debt and preventing fraud related to the provision of Geelab SMS Service.

    6.2 Geelab will notify the Customer in writing through commercially reasonable means and obtain the Customer’s consent if it wishes to use the Customer’s EUSI for any other purpose other than those as set out in the Agreement (including these Service-Specific Terms).

    6.3 In these Service-Specific Terms, " EUSI " means all information obtained by Geelab as a result of Customer’s use of the Geelab SMS Service, including without limitation to (a) the Customer’s usage patterns; (b) the services used by the Customer; (c) the Customer’s telephone number and network configuration; (d) the Customer’s location information; and (e) the Customer’s billing name, address and credit history.

  7. Disclaimers

    7.1 Customer acknowledges and agrees that;

    • (a) Geelab shall have the right to review the Customer’s use of the Geelab SMS Service (including the content of the SMS, and the sending of the SMS to the Recipients), but not the obligation to ensure that it will be compliant with Applicable Laws. Geelab makes no representation or warranties of any kind with respect to any SMS (including the completeness, correctness, accuracy, currency, reliability or legality of any information or content in such SMS), nor shall Geelab be deemed to endorse any content in the SMS, notwithstanding any review of the SMS or the provision of Geelab SMS Service by Geelab. Accordingly, Geelab does not assume any obligation or liability for the Customer’s use of the Geelab SMS Service;

    • (b) Geelab shall have the right to refuse to send any SMS or suspend or terminate the provision of Geelab SMS Service to the Customer at any time without any liability to the Customer if the Customer has created, or is likely to create, imminent physical harm (such as interruption, disruption or congestion) to Geelab’s network or has defrauded Geelab, if Geelab in its sole discretion determines that the Customer’s use of the Geelab SMS Service or the sending of the SMS to the Recipients is in breach of this Agreement, any Applicable Laws or Policies, if Geelab is requested or directed to do so by any court, governmental or regulatory authority or law enforcement body, if Geelab is otherwise required to do so to comply with Applicable Laws, or if the Customer ceases to carry on its business;

    • (c) Geelab shall have the right to provide information relating to the Customer’s use of Geelab SMS Service, including without limitation to system operation logs, operation and maintenance personnel’s operation records, and operation records, if requested or directed to do so by any court, governmental or regulatory authority in accordance with Applicable Laws;

    • (d) Geelab shall have the right to report the Customer’s use of Geelab SMS Service to relevant governmental or regulatory authorities and provide all relevant information including system operation logs, operation and maintenance personnel’s operation records, and operation records, if in the opinion of Geelab, the Customer, the Customer’s use of Geelab SMS Service and/or the content of the SMS sent by the Customer is in breach of any Applicable Laws;

    • (e) In order to provide the Geelab SMS Service to the customer, Geelab uses services provided by other Communications Platform as a Service providers (" CPaaS Providers "), which Geelab has no control over. Geelab shall not be deemed to have failed to make the Geelab SMS Services available or be held responsible or liable in the event the Customer’s access to or use the Platform and/or Services is impaired, disrupted or prevented due to any failures, disruptions, or interruptions in the provision of services by CPaaS Providers to Geelab is caused by or attributable to the CPaaS Providers;

    • (f) Geelab shall have the right to restrict, limit or adjust the volume of the SMS sent by the Customer from time to time in order to ensure the normal and stable operation of the Geelab SMS Service. The Geelab SMS Service shall not be considered unavailable, and Geelab shall not be deemed to have failed to make the Geelab SMS Service available or be held responsible or liable in the event that the Customer’s ability to access or use the Geelab SMS Service is impaired as a result thereof (including any disputes between the Customer and Recipients as a result);

    • (g) Geelab shall have the right to terminate the provision of Geelab SMS Service to the Customer without liability if Geelab is required to do so to comply with Applicable Laws or policies, if the CPaaS Providers ceases to provide relevant services to Geelab, or if Geelab is otherwise unable to continue providing the Geelab SMS Service due to any Force Majeure Event or Third Party Actions, provided that Geelab shall refund to Customer, in the same currency the fees were paid, any Services Fees already paid by Customer covering the remainder of the applicable Service Term for such Geelab SMS Service which had not been utilised by the Customer; and

    • (h) The Customer shall be solely responsible for handling all complaints from Recipients in relation to the Customer’s use of the Geelab SMS Service. In the event any dispute arises between the Customer and any Recipient, the Customer shall release Geelab from all claims, demands, damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable or unforeseeable, arising out of or in any way connected to such disputes with the Recipient.

  8. Dispute Resolution

    These Service-Specific Terms and any dispute or claim in connection with it shall be governed by and be construed in accordance with the laws as set out in the Customer Agreement. Each Party hereby submits to the jurisdiction of the dispute resolution venue(s) as set out in the Customer Agreement.