Terms of Service
1. Definitions
As used in this Agreement:
- "Agreement" means these Terms of Service, together with any Order, the Privacy Policy, and any other documents incorporated by reference.
- "Authorized Users" means employees or contractors of Customer who are permitted by Customer to access and use the Service on Customer's behalf.
- "Connection" means a configured relay linking one Microsoft Teams chat channel to one Telegram group, as provisioned by the Service.
- "Documentation" means the usage guides, instructions, and technical materials made available by Senseisoft in connection with the Service.
- "Order" means a written or electronic order form, subscription confirmation, or similar document specifying the Service tier, number of Connections, and applicable fees.
- "Service" means the Teagram software-as-a-service platform that relays messages and files between Microsoft Teams and Telegram, as described in the Documentation.
- "Subscription Term" means the period during which Customer has a valid, paid subscription to the Service, as specified in the applicable Order.
2. Access and License Grant
Subject to payment of all applicable fees and compliance with this Agreement, Senseisoft grants Customer, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service (and to permit Authorized Users to do the same) solely for Customer's internal business purposes, in accordance with the Documentation and up to the number of Connections specified in the applicable Order.
Customer is responsible for all acts and omissions of its Authorized Users. Customer shall ensure that all Authorized Users comply with this Agreement and that access credentials are not shared with unauthorized persons.
3. Restrictions
Customer shall not, and shall not permit any third party to:
- Remove or obscure any proprietary notices, labels, or markings on or in the Service;
- Modify, translate, adapt, or create derivative works of the Service or any part thereof;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service, except to the limited extent expressly permitted by applicable law notwithstanding this restriction;
- Copy any element of the Service for any purpose other than as expressly permitted in this Agreement;
- Resell, sublicense, rent, lease, time-share, or otherwise make the Service available to any third party;
- Use the Service to store, transmit, or relay any content that is unlawful, defamatory, infringing, or that violates a third party's privacy or intellectual property rights;
- Use the Service to transmit unsolicited bulk communications (spam) or for any other abusive purpose;
- Interfere with or disrupt the integrity or performance of the Service or any data contained therein; or
- Attempt to gain unauthorized access to the Service or its related systems.
4. Trial Period
Senseisoft may make the Service available to Customer on a free-trial basis for a period of one (1) calendar month from the date of initial provisioning ("Trial Period"). During the Trial Period, Customer may use the Service for internal evaluation purposes only. Senseisoft makes no warranties with respect to the Service during the Trial Period and shall not be obligated to provide support. Upon expiration of the Trial Period, access to the Service will be suspended unless Customer subscribes to a paid plan. Any Connections configured during the Trial Period will be permanently lost if a subscription is not activated.
5. Fees and Payment
Subscriptions to the Service are currently offered and managed exclusively through the Microsoft commercial marketplace. All billing, invoicing, refund, and payment processing for such subscriptions are handled directly by Microsoft in accordance with Microsoft's own terms and conditions. Senseisoft does not collect or process payment information from Customers subscribing via the Microsoft marketplace.
Senseisoft reserves the right to offer the Service directly to Customers outside the Microsoft marketplace in the future. In such cases, the following terms shall apply: all fees specified in the applicable Order shall be due in advance on a monthly or annual basis and are non-refundable. Invoices not paid within thirty (30) days of the invoice date will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Senseisoft reserves the right to suspend or terminate Customer's access to the Service for non-payment. All fees are exclusive of taxes; Customer is responsible for all applicable sales, use, value-added, or similar taxes, except for taxes based on Senseisoft's net income. Senseisoft may modify its pricing upon thirty (30) days' written notice, effective at the next renewal of Customer's Subscription Term.
6. Intellectual Property
As between the parties, Senseisoft retains all right, title, and interest in and to the Service, Documentation, and all associated intellectual property rights. Nothing in this Agreement transfers any intellectual property rights to Customer. Customer retains all right, title, and interest in and to data and content submitted by Customer or its Authorized Users to the Service ("Customer Data").
Customer grants Senseisoft a limited, non-exclusive license to process Customer Data solely as necessary to provide the Service and as described in the Privacy Policy.
7. Confidentiality
Each party (as "Receiving Party") agrees to keep confidential all non-public information disclosed by the other party (as "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Each party agrees to use the other party's Confidential Information only to exercise rights and fulfill obligations under this Agreement, and to protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
Obligations of confidentiality do not apply to information that: (a) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is received from a third party without restriction; or (d) was independently developed by the Receiving Party without use of Confidential Information. A Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided it gives prompt prior written notice to the Disclosing Party (to the extent legally permitted) and cooperates with the Disclosing Party's efforts to seek a protective order.
8. Privacy and Data Processing
Senseisoft's collection and use of personal data in connection with the Service is governed by the Privacy Policy, which is incorporated into this Agreement by reference. Customer represents and warrants that it has obtained all necessary consents and has all necessary rights to submit Customer Data to the Service, and that Senseisoft's processing of Customer Data in accordance with this Agreement will not violate any applicable law or the rights of any third party.
9. Warranties and Disclaimers
Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; and (b) its performance under this Agreement does not conflict with any other agreement to which it is a party.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SENSEISOFT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SENSEISOFT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. SENSEISOFT MAKES NO WARRANTIES WITH RESPECT TO THE AVAILABILITY OR PERFORMANCE OF MICROSOFT TEAMS OR TELEGRAM, WHICH ARE INDEPENDENT THIRD-PARTY SERVICES OUTSIDE SENSEISOFT'S CONTROL.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SENSEISOFT OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL SENSEISOFT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE EXCEED THE GREATER OF (A) THE FEES PAID BY CUSTOMER TO SENSEISOFT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) SEVENTY FIVE U.S. DOLLARS (USD $75).
THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
11. Indemnification
Customer shall indemnify, defend, and hold harmless Senseisoft and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's or its Authorized Users' use of the Service in violation of this Agreement; (b) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party intellectual property right or privacy right; or (c) Customer's breach of any representation, warranty, or obligation under this Agreement.
12. Term and Termination
This Agreement commences on the date Customer first accepts it or accesses the Service and continues until terminated. Either party may terminate this Agreement: (a) immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice; or (b) immediately if the other party becomes insolvent or makes an assignment for the benefit of creditors. Customer may also terminate by cancelling its subscription through the applicable account management interface, effective at the end of the then- current Subscription Term.
Upon termination: (a) all licenses granted hereunder will immediately cease; (b) Customer shall cease all use of the Service; and (c) Senseisoft will delete or anonymize Customer Data in accordance with the Privacy Policy. Sections 5 (with respect to amounts accrued), 6, 7, 9, 10, 11, and 13 will survive termination of this Agreement.
13. General Provisions
Governing Law; Jurisdiction. This Agreement is governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws principles. Any dispute arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming, and the parties hereby consent to such jurisdiction.
Entire Agreement. This Agreement, together with all Orders and incorporated documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.
Modifications. Senseisoft reserves the right to modify this Agreement at any time. Material changes will be communicated by posting a revised version on this page with an updated effective date. Continued use of the Service after the effective date of any modification constitutes Customer's acceptance of the modified Agreement.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Senseisoft's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Assignment. Customer may not assign or transfer this Agreement, or any rights or obligations hereunder, without Senseisoft's prior written consent. Senseisoft may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void.
Force Majeure. Neither party shall be liable for any delay or failure to perform any obligation under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, government actions, internet service disruptions, or the unavailability of third-party platforms (including Microsoft Teams or Telegram).
Notices. All legal notices under this Agreement must be in writing. Notices to Senseisoft must be sent by e-mail to [email protected]. Notices to Customer will be sent to the e-mail address associated with Customer's account.
14. Contact
For any questions regarding this Agreement, please contact [email protected].
Also see our Privacy Policy.