1.1  VantageSMS provides to their Customers email, text and chat messaging and advertising and marketing services. VantageSMS provides the services and functionalities to the Customers that allows them to communicate by email, text, SMS message and chat message with its Customers (hereinafter referred to as "recipients") over regular 10-digit dialable mobile telephone numbers (hereinafter referred to as "Long Codes") and/or the internet platform, as applicable and allows the Customer's recipients to email, text, SMS message, and/or chat back to the Customer (and VantageSMS may also at the Customer's request for an additional fee, provide the Customer with the posting of the Customer's email, text, SMS message on certain other internet platforms). The VantageSMS email, text, SMS message and chat messaging capabilities including VantageSMS software and any other software used by VantageSMS, products, web services, websites, apps, linked websites and/or platforms and facilities, that are used by the Customer or VantageSMS on the Customer’s behalf, to transfer, upload, download, store, process, use, distribute, send, transmit, display, make available or otherwise communicate to, on, with and/or through the VantageSMS email, text, SMS message and chat messaging and any additional advertising and marketing services with the Customer's recipients (hereinafter collectively referred to as the “Services” and individually in the case of VantageSMS software and any other software used by VantageSMS provision of the Services as the "Software"). VantageSMS provides the capabilities to the Customer to use the Services subject to the terms and conditions contained in the Terms of Use, the Acceptable Use Agreement and the Privacy Policy which are referenced herein, fully incorporated herein, and form part of the Terms of Use Agreements (hereinafter collectively referred to as the "Terms of Use Agreements" and individually as the "Terms of Use", the "Privacy Policy" and the "Acceptable Use Agreement"). In the event that any amendments and/or additional terms are made or required to be made by VantageSMS to the Terms of Use Agreements, such amendments and/or additions are and shall form part of the Terms of Use Agreements, as applicable, after posting on the VantageSMS website and are and shall be binding on the Customer as a result of the use of the Services by the Customer.

1.2  The Customer represents and warrants that: 1) he is of legal age to enter into the Terms of Use Agreements and has full legal authority to enter into and be bound by the Terms of Use Agreements; 2) if he is accepting the Terms of Use Agreements on behalf of his employer, a corporation, other applicable party or entity, he has full legal authority and is of full legal age to bind his employer, a corporation, other applicable party or entity to the terms and conditions of the Terms of Use Agreements; 3) he has read and understands the Terms of Use Agreements; 4) he agrees, on his own behalf and if applicable, on behalf of his employer, a corporation, other applicable party or entity that he represents, to the terms and conditions of the Terms of Use Agreements as amended from time to time. If he does not agree to the Terms of Use Agreements, either on his own behalf or on behalf of his employer, a corporation, applicable party or entity, or does not have the legal authority or is not of legal age to bind his employer, a corporation, applicable party or entity, he must not use the Services. The Terms of Use Agreements apply to and govern the Customer's access to and use of the Services. As the Terms of Use Agreements govern the relationship and use of the Services by the Customer, it is very important that the Customer read the Terms of Use Agreements, because by using the Services, the Customer acknowledges and agrees to abide by and accept the terms and conditions of the Terms of Use Agreements and any amendments and/or additions made to the Terms of Use Agreements from time to time by VantageSMS. Through the Customer's use of the Services, the Customer understands that VantageSMS is relying on the Customer's use of the Services as confirmation of the Customer's agreement to and acceptance of the Terms of Use Agreements from the time of first use onwards.

1.3  In the event VantageSMS provides the Customer, as the user of the Services, with a language version of the Terms of Use Agreements different than the English language version of the Terms of Use Agreements, the Customer accepts and agrees that: (a) the English language version of the Terms of Use Agreements contain the binding terms and conditions applicable to the Customer's relationship with VantageSMS and use of the Services; (b) in the event of any conflict between the English language version of the Terms of Use Agreements and the translation of the English language version of the Terms of Use Agreements, the English language version will apply; and, (c) the Customer acknowledges, accepts and agrees that any language translations of the Terms of Use Agreements that may be provided by VantageSMS are for convenience purposes only.

2.1  The Customer acknowledges, accepts and agrees that VantageSMS will use reasonable commercial efforts to provide the Services to the Customer and VantageSMS will use third party providers, agents and/or companies in providing all or a portion of the Services to the Customer.

2.2  The Customer acknowledges, accepts and agrees that notwithstanding clause 2.1 and the reasonable efforts of VantageSMS to provide the Services, the Customer may without notice, from time to time, experience problems, issues, disruptions, stoppages, data and content loss, downtime, security breaches, delays, changes in the Services content, and functionality changes. The Customer further acknowledges, accepts and agrees that VantageSMS, in its sole discretion, may from time to time, without notice to the Customer, change, disable or terminate any of the Services provided to Customer and that the Customer is able to cease using the Services at any time provided the Customer does so in accordance with the Terms of Use Agreements and provides written notice to VantageSMS in accordance with the termination provisions of the Terms of Use Agreements. The Customer also acknowledges that the Services may be temporarily unavailable because of scheduled maintenance or for unscheduled emergency maintenance or other technical issues or problems, either by VantageSMS or by its third-party providers, or because of other causes beyond VantageSMS’s reasonable control.

2.3  The Customer acknowledges, accepts and agrees that in the event VantageSMS changes, disables or terminates any of the Services provided to the Customer, the Customer may be unable to access the Services and the Customer's account including any Data, including Customer Data which are contained in the Customer's Services account.

2.4  The Customer acknowledges, accepts and agrees that VantageSMS may, in its sole discretion, from time to time, set, change or otherwise modify or limit the Customer's use of the VantageSMS Services and Software and VantageSMS may apply such surcharges therefor as it in its sole discretion deems advisable.

2.5  VantageSMS will use reasonable efforts to ensure that the facilities used to transfer, upload, download, store, process, use, distribute, send, transmit, display, make available or otherwise communicate Customer Data adhere to reasonable security standards, provided the Customer complies with the Terms of Use Agreements. By using the Services and Software, the Customer acknowledges, agrees and consents to the Customer or VantageSMS on the Customer’s behalf, transferring, uploading, downloading, storing, processing, using, distributing, sending, transmitting, displaying, making available or other communicating Customer Data in the Canada, the United States or any other country that VantageSMS, third party providers, agents, and/or companies that are subsidiaries, associated or otherwise affiliated with VantageSMS utilize or maintain facilities. VantageSMS will use reasonable efforts to provide the Customer with technical assistance and support with respect to the provision of the Services by VantageSMS to the Customer.

3.1  When the Customer visits the VantageSMS website and uses the Services, the Customer will be required as part of the registration procedure and his continued use of the Services, to provide Customer Data, as defined in Clause 5.2 below, and the Customer consents to providing the Customer Data and the Customer acknowledges and agrees that the registration information that he provides to VantageSMS shall at all times be true, accurate, correct and up to date.

3.2  The Customer agrees to use the Services in accordance with (a) the Terms of Use Agreements and for the purposes set out in the Terms of Use Agreements; (b) the applicable laws and regulations; (c) practices and guidelines that are accepted generally in the country in which the Services are provided or received or in which the Customer is resident, including without limitation, exporting or importing data or software to or from such relevant country, as applicable. If the Customer resides in or uses the Services in Canada, the Customer shall and will at all times comply with Canada's Anti-Spam Legislation (hereinafter referred to as "CASL"), and any other Canadian, Provincial and Municipal laws and regulations as applicable.

3.3  The Customer acknowledges, agrees and accepts that he will not attempt to gain or gain unauthorized to access to the Services or any part thereof by any way other than through the interface or other authorized access that is offered by VantageSMS. The Customer further acknowledges, agrees and accepts that he will not use any other ways or means, including without limitation, any use of automation, using various techniques such as scripts, webcrawlers, etc., to gain such unauthorized access to the Services or any part thereof.

3.4  The Customer acknowledges, agrees and accepts that he will not participate, engage, or otherwise be involved in any activity or action that changes, interferes with, delays, disrupts, or damages the Services or the computer systems, servers or networks which are connected to the Services, or in any way obtain, receive or send information that he is not authorized to obtain, send or receive related to the Services and Data contained therein.

3.5  The Customer acknowledges, agrees and accepts that he will not, directly or indirectly: a) reverse engineer, decompile, disassemble, reproduce, create a derivative work of or otherwise extract or attempt to extract, modify or attempt to modify, duplicate or otherwise attempt to discover the source code, object code of the VantageSMS website, Services, Software or underlying structure or any part thereof, ideas, know-how or algorithms relevant to the Services and Software, documentation or Data related to the Services and Software; b) modify, translate, reproduce, duplicate, copy, sell, lease, trade or resell any of the Services and Software, or create derivative works based on the Services and Software; c) use the Services and Software for any, sub-contracting, timesharing or service bureau purposes or otherwise for the benefit of a third party which is also strictly prohibited (without the prior written authorization and agreement from VantageSMS); d) remove any proprietary notices or labels and any copy protection mechanism of the Services and Software for any reason or purpose whatsoever.

3.6  The Customer represents, covenants, agrees and warrant that he will use the Services and Software only in compliance with the Terms of Use Agreements and VantageSMS's standard published policies and terms then in effect, including its Acceptable Use Terms and Privacy Policy located at VantageSMS.com, which are referenced herein, fully incorporated herein, and form part of the Terms of Use Agreements, and all applicable laws and regulations. VantageSMS reserves, in its sole and unfettered discretion, the right to determine whether to modify or amend its Terms of Use, Acceptable Use Terms and Privacy Policy and it shall provide notice of such amendment to the Customer via posting on the VantageSMS website from time to time. VantageSMS in its sole and unfettered discretion may monitor the Customer's use of the Services and Software, although VantageSMS has no obligation to so do, and without limitation, VantageSMS may prohibit any use of the Services by the Customer that VantageSMS in its sole and unfettered opinion, believes is or may be or could be in contravention of the Terms of Use Agreements including without limitation any of the foregoing matters set out in Section 3.

3.7  The Customer shall be responsible for obtaining and maintaining any equipment, devices and ancillary services needed to connect to, access or otherwise use the Services and Software , including without limitation, modems, any computer or other hardware or devices, computer systems, servers, software, operating systems, networking, web servers and other items that may be necessary and required (hereinafter collectively referred to as the “Equipment”).

3.8  The Customer shall also be solely responsible for protecting and maintaining the confidentiality and security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and without limitation, for all users and access of the Customer Services account or the Equipment with or without Customer’s knowledge or consent. The Customer acknowledges, agrees and accepts that any and all activities that happen in and on the Customer's Services account are the Customer's sole responsibility and the Customer alone is solely liable and responsible for any breach of the Customer's obligations under the Terms of Use Agreements and the consequences thereof and VantageSMS has no liability or responsibility to Customer or any third party for the Customer's obligation breaches and the consequences thereof. In the event the Customer becomes aware of any activity or use of the Customer's account, password or Services that the Customer has not authorized, the Customer will immediately notify VantageSMS at: Support@VantageSMS.com

4.1  VantageSMS's Privacy Policy regarding the Customer's personal information during his use of the Services is set out and explained in the Privacy Policy found on the VantageSMS website.

4.2  The Customer acknowledges, agrees and accepts that his use of the Services and the provision the Customer's Data is subject to the Terms of Use Agreements.

5.1  For the purposes of the Terms of Use all the data and information, for example, without limitation: (a) browser and device data such as IP address, device type, operating system and Internet browser type, screen resolution, operating system name and version, device manufacturer and model, language, plug-ins, add-ons and the version of our Services the Customer or his recipients may be using; (b) Services transaction data related to Customer's Data that is transferred, uploaded, downloaded, stored, processed, used, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services including any and all email, text messages and chats that the Customer or VantageSMS on the Customer’s behalf, sends, receives or responds to, and amounts billed, invoiced and charged to the Customer's credit card, if applicable, date of such billing, invoiced and charge, payment and date made by the Customer; (c) cookie and information tracking technology that record information about the use of the Services by the Customer and the Customer's recipients, without limitation, such as time spent by the Customer on the Services, Services pages visited, and other communication, use and traffic information related to the Customer's use of the Services; (d) advertisements, third party sponsored information; and, (e) data files, written text, computer software, photographs, graphs, charts, videos or other images, logos and information (all of the data and information without limitation set out herein from (a) to (e) inclusive shall be collectively referred to in the Terms of Use Agreements as "Data").

5.2  For the purposes of the Terms of Use, the Customer consents to and agrees to provide certain personal information, including without limitation, contact information such as Customer name, address, email address, telephone number, credit card information when paying the VantageSMS invoiced amounts, any Customer agents that are authorized and permitted to use the Services on the Customer behalf, Customer's email and text message recipients names and their 10 digit cell numbers, any chats between the Customer and the Customer's recipients and optional photos, individual, corporation, applicable party or other entity logos or identification marks and any other information that the Customer or VantageSMS on the Customer’s behalf, transfers, uploads, downloads, stores, processes, uses distributes, sends, transmits, displays, makes available or otherwise communicates to, on, with and/or through the Services to his recipients (collectively referred to in the Terms of Use Agreements as "Customer Data"). The Customer acknowledges, agrees and accepts that all the Customer Data which the Customer or VantageSMS on the Customer’s behalf, may transfer, upload, download, store, process, use, distribute, send, transmit, display, make available or otherwise communicate to, in, with and/or through the Services to his recipients, is the sole responsibility of the Customer as the originator, transferor, uploader, downloader, storer, processor, user, distributor, sender, transmitter, displayer and/or communicator of the Customer Data.

5.3  The Customer acknowledges, accepts and agrees that VantageSMS reserves its right (without obligation to do so) to pre-screen, review, flag, filter, modify, refuse or remove any or all Customer Data from any Services.

5.4  The Customer acknowledges, accepts and agrees that he is using the Services at his own Risk, and that in using the Services he may be exposed to content that may be offensive, indecent or objectionable.

5.5  The Customer acknowledges, accepts and agrees that he is solely responsible and liable for any and all Customer Data that the Customer or VantageSMS on the Customer’s behalf, may transfer, upload, download, store, process, use, distribute, send, transmit, display, make available or otherwise communicate to, in, with and/or on or through the Services with his recipients, as the originator, transferor, uploader, downloader, storer, processor, user, distributor, sender, transmitter, displayer and/or communicator of such Customer Data to, on, with and/or through the Services. The Customer acknowledges, accepts and agrees the Customer's responsibility and liability and any and all consequences (including but not limited to any liabilities, losses or damages that may be suffered by VantageSMS and its subsidiaries, affiliates, successors, and assigns and their respective employees, agents, directors, officers and/or shareholders) that may result from the Customer or VantageSMS on the Customer’s behalf, transferring, uploading, downloading, storing, processing, using, distributing, sending, transmitting, displaying, making available or otherwise communicating to, in, with and/or through the Services to his recipients and the Customer further acknowledges, accepts and agrees VantageSMS and its subsidiaries, affiliates, successors, and assigns and their respective employees, agents, directors, officers and/or shareholders have no liability or responsibility to the Customer or any third party for any matters related in any way to the Customer Data.

5.6  The Customer represents and warrants that any and all Customer Data is generated, owned and controlled solely by the Customer as the originator, transferor, uploader, downloader, storer, processor, user, distributor, sender, transmitter, displayer and/or communicator of the Customer Data and the Customer Data is not generated, owned or controlled by any other third party. The Customer further acknowledges and agrees that he will not transfer, upload, download, store, process, use, distribute, send, transmit, display, make available or otherwise communicate to, in, with and/or through the Services to his recipients any Customer Data which he does not own, generate, control, have or hold the necessary and required legal rights to. The Customer warrants, represents, acknowledges and agrees that the Customer Data will not contain within it, without limitation, any unauthorized use of copyright protected material as such Customer Data may constitute an infringement of third party rights, including copyrights, and such Customer Data use through the Services is strictly prohibited. Any such infringement may result in termination of the Customer's access to the VantageSMS website and use of the Services and may also result in civil litigation and/or criminal prosecution against the Customer by or on behalf of the relevant rights holder.

6.1  VantageSMS hereby gives the Customer a personal, non-assignable, non-transferable, non-sublicensable, non-exclusive licence to use the Software provided to the Customer by VantageSMS forming part of the Services that are being provided to the Customer, only during such time as the Customer subscribes for the Services and the Customer is using the Services pursuant to the Terms of Use Agreements as amended from time to time by VantageSMS. The license referred to herein is provided to the Customer for the sole and exclusive purpose of allowing the Customer to use the Services and Software as provided by VantageSMS, in accordance with the Terms of Use Agreements.

6.2  The Customer acknowledges, accepts and agrees that VantageSMS (or its licensors, if applicable) owns and retains all right, title and interest in and to (a) the Services and Software , all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation and use of the Services or support thereof, and (c) all intellectual property rights related to any of the foregoing, including without limitation, those which exist in the Services and Software (whether registered or unregistered and wherever in the universe those rights may exist).

6.3  In addition, the Services and Software contain Confidential and Proprietary Information belonging to VantageSMS, which includes without limitation, business, technical and information regarding VantageSMS, non-public information and data regarding the Services, Software, features, functionality, performance, capabilities and other technical and non-technical information regarding the Services and Software and the Customer agrees that he will not use (except in utilizing the Services and Software or as otherwise as permitted pursuant to the Terms of Use Agreements) or disclose to any third party any such Confidential and Proprietary Information without prior express written consent from VantageSMS, and the Customer shall take reasonable precautions to protect such VantageSMS Confidential and Proprietary Information.

6.4  The Customer acknowledges, accepts and agrees that nothing in the Terms of Use Agreements gives the Customer any right to use any of VantageSMS's trade names, trademarks, Service marks, logos, domain names or any other brand features or distinctive marks and the Customer will not use any of the aforementioned, unless he had prior express written consent and authorization from VantageSMS to so do. The Customer agrees that he shall not obstruct, remove or alter any proprietary rights notices (including without limitation copyright and trademark notices) which may be attached to or included within the Services.

6.5  Other than as set out in the Terms of Use Agreements and including as set out herein, VantageSMS acknowledges, accepts and agrees that it has received no rights, title or interest from the Customer under the Terms of Use in or to the Customer Data that the Customer or VantageSMS on the Customer’s behalf , transfers, uploads, downloads, stores, processes, uses, distributes, sends, transmits, displays, makes available or otherwise communicates to, on, and/or with his recipients through the Services except as set out in the Terms of Use Agreements. Notwithstanding the aforementioned and anything to the contrary, the Customer acknowledges, consents to, accepts and agrees that by transferring, uploading, downloading, storing, processing, using, distributing, sending, transmitting, displaying, making available or otherwise communicating to, on, with and/or through the Services the Customer Data whether by the Customer or VantageSMS on the Customer’s behalf , the Customer gives VantageSMS a perpetual, irrevocable, universal, worldwide, royalty-free, and non-exclusive licence to transfer, upload, download, store, process, use, distribute, send, transmit, display, make available or otherwise communicate to, on, with and/or through the Services the Customer Data transferred, uploaded, downloaded, stored, processed, used, distributed, sent, transmitted, displayed, made available, or otherwise communicated to, on, with and/or through the Services by the Customer or VantageSMS on the Customer’s behalf, pursuant to the Terms of Use Agreements during the term hereof. The Customer further acknowledges, authorizes, consents to and agrees that VantageSMS shall also have the right during and after the term hereof, to collect and analyze Customer Data and other data information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data and information derived therefrom), and the Customer acknowledges, consents to, authorizes and agrees that VantageSMS shall have the right during and after the term hereof, to (i) use such information and data, including without limitation, the Customer Data, to improve and enhance the Services and for other statistical, development, diagnostic and corrective purposes in connection with the Services and other VantageSMS offerings, and, (ii) disclose such Customer data, information and data solely in aggregate or other de-identified form in connection with the VantageSMS business.

6.6  The Customer acknowledges, accepts, consents to and agrees that VantageSMS, in performing the technical processes to provide the Services to the Customer and its other Users, has the right to: (a) transfer, upload, download, store, process, use, distribute, send, transmit, display, make available or otherwise communicate the Customer Data over various public networks and in other various media; and (b) may make necessary changes to the Customer Data as are necessary or required to conform and adapt the Customer Data to the technical requirements of connecting networks, devices, services or media and the Customer hereby agrees that the licence that the Customer has provided to VantageSMS pursuant to the Terms of Use Agreements allows VantageSMS to take all such actions. The Customer represents, warrants, consents and confirms to VantageSMS that he has all rights, title, interest, power and authority necessary to give VantageSMS the above rights, licence and any other licences the Customer has provided VantageSMS in the Terms of Use Agreements. The Customer acknowledges that once the Customer Data is transferred, downloaded, uploaded, stored, processed, used, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services with the Customer's recipients, VantageSMS is not, cannot and shall not be obligated or otherwise be required to ensure the deletion of any Customer Data or Data, transferred, uploaded, downloaded, processed, used, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services to the Customer's recipients from any devices, computers, servers or systems used or operated by such Customer's recipients or any of VantageSMS third party providers.

6.7  The Customer hereby acknowledges, consents to and agrees that VantageSMS:

6.7.1  transfers, uploads, downloads, stores, processes, uses, distributes, sends, transmits, displays, makes available or otherwise communicates the Data, including the Customer Data, and other information over various public networks and in other various media at the direction, request, on behalf of the Customer, and with the authorization and consent the Customer;

6.7.2  acts merely as a passive conduit and/or host on behalf of the Customer, for the transfer, uploading, downloading, storing, processing, using, distributing, sending, transmitting, displaying, making available or otherwise communicating to, on, with and/or through the Services, the Data, including Customer Data of the Customer;

6.7.3  takes no active role and gives no assistance in the presentation or use of Customer Data transferred, uploaded, downloaded stored, processed, used, distributed, sent, transmitted, displayed, made available or otherwise communicated by the Customer or VantageSMS on the Customer’s behalf, to, on, and/or with the Customer's recipients through the Services;

6.7.4  has no responsibility for any and all Data, including Customer Data, that is transferred uploaded, downloaded, stored, processed, used, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services and to the extent permissible by law, VantageSMS and its subsidiaries, affiliates, successors, and assigns and their respective employees, agents, directors, officers and/or shareholders are excluded from any and all liability with respect to any and all Data, including Customer Data transferred, uploaded, downloaded, stored, processed, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services by the Customer or VantageSMS on the Customer’s behalf, and any other activities by the Customer, Customer recipients and other Users with respect thereto;

6.7.5  does not review the Data transferred, uploaded, downloaded, stored, processed, used, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services by VantageSMS's Customers or VantageSMS on the Customer’s behalf, and VantageSMS and its subsidiaries, affiliates, successors, and assigns and their respective employees, agents, directors, officers and/or shareholders do not have any obligation and do not undertake or assume any duty, to monitor the Services for Data, including Customer Data that is inappropriate, that does or might infringe any third party rights, or has otherwise been transferred, uploaded, downloaded, stored, processed, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services in breach of the Terms of Use Agreements or any applicable law or regulation;

6.7.6  and its subsidiaries, affiliates, successors, and assigns and their respective employees, agents, directors, officers and/or shareholders, hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from the Data, including Customer Data, transferred, uploaded, downloaded, stored, processed, used, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services by the Customers or VantageSMS on the Customer’s behalf, and which is, may be or was transferred, uploaded, downloaded, processed, used, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services, which exclusion includes but is not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by the Customers of the Services; by using the Services, the Customer irrevocably waives the right to assert any claim with respect to any of the foregoing against VantageSMS and/or its subsidiaries, affiliates, successors, and assigns and their respective employees, agents, directors, officers and/or shareholders.

6.7.7  has no legal obligation to monitor or review the Data, including without limitation Customer Data that is transferred uploaded, downloaded, stored, processed, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on and/or through the Services by the Customers or VantageSMS on the Customer’s behalf, however, VantageSMS reserves the right in its sole and unfettered discretion to, at any time to limit or restrict access by the Customer, to any Data, including without limitation Customer Data, for any reason whatsoever and without any liability, including without limitation, if VantageSMS receives any written notice that the Customer or VantageSMS on the Customer’s behalf, transferred, uploaded, downloaded, stored, processed, used, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services, Data including Customer Data, that does or might infringe the rights of any third party in breach of the Terms of Use Agreements or any applicable law or regulation or is otherwise unacceptable to VantageSMS;

6.7.8  may deny the Customer's right of continued access to any Data, including Customer Data, and VantageSMS and its subsidiaries, affiliates, successors, and assigns and their respective employees, agents, directors, officers and/or shareholders shall have no liability in the event that the Customer is unable to access any Data, including Customer Data, for any reason whatsoever, including due to its removal from the Services by VantageSMS;

6.7.9  may suspend or terminate the Customer's access to the Services if VantageSMS determines that the Customer has violated or breached the Terms of Use Agreements or VantageSMS is of the opinion that the Customer's actions are inappropriate and violate or may violate the Terms of Use Agreements; the Customer's use of the Services and the Customer's account may be suspended or terminated with or without warning, in what VantageSMS deems appropriate circumstances in its sole discretion, including without limitation, if ordered to do so by a court order.

7.1  VantageSMS will or may disclose Data, including Customer Data or any information related thereto:

7.1.1  if required by law, court order, subpoena or other legal demand, and if VantageSMS is of the opinion that it is required or permitted by law to disclose the Data, including Customer Data or any information related thereto;

7.1.2  if in VantageSMS's sole opinion, in order to protect or defend VantageSMS's rights and interests, or those rights and interests of VantageSMS's and/or its subsidiaries, affiliates, successors, and assigns and their respective employees, agents, directors, officers and/or shareholders, and/or VantageSMS's other Customers, and/or to protect and ensure the safety and security of the Services and Software; and,

7.1.3  if VantageSMS is involved in a business transfer, merger, acquisition or insolvency and pursuant to the business transfer, merger, acquisition or insolvency VantageSMS is required to transfer the Data including the Customer Data to any person, corporation or other entity.

8.1  The Customer shall pay VantageSMS immediately upon being billed and invoiced by VantageSMS the amount due to VantageSMS as set out in the billing and invoice to the Customer for the Services, the fees, charges and appropriate taxes thereon, as set out from time to time on the VantageSMS website and in accordance with the Terms of Use Agreements. The Customer shall also pay all federal, provincial and local sales taxes and other taxes payable upon or in connection with the VantageSMS fees and charges due and billed and invoiced by VantageSMS to the Customer and in effect from time to time for the use of the Services by the Customer, including without limitation, the harmonized sales tax (HST). Unless otherwise specified in the Terms of Use Agreements or in the Customer's billing and invoice statement, all statements of or references to dollar amounts in the Terms of Use Agreements and including any amounts billed and invoiced to the Customer by VantageSMS shall mean lawful money of Canada. The Customer shall be billed and invoiced for and shall pay for usage of the Services, including without limitation any excess usage, if applicable, and Customer hereby agrees to and shall pay the additional fees, charges and applicable taxes in the manner provided herein. The Customer acknowledges that in the event that an email, text, SMSmessage and/or chat is sent or transmitted by or on behalf of the Customer , such email, text, SMSmessage and/or chat cannot be changed after it is sent or transmitted. Fees, charges and applicable taxes are non-refundable or subject to allocation. VantageSMS reserves the right to change the fees, charges and applicable taxes and to institute new charges, fees and taxes as it deems advisable in its sole and unfettered discretion by posting such new fees, charges and applicable taxes on its website at least thirty (30) days prior to billing and invoicing the Customer with the newly instituted fees, charges and applicable taxes. VantageSMS also reserves its right to change its billing and invoicing processes at any time and notify the Customer of such changes by posting them on the VantageSMS website at least thirty (30) days prior to billing and invoicing the Customer with the newly revised billing and invoice process. The Services offered by VantageSMS can only be accessed by the Customer upon completing the VantageSMS sign up and enrollment forms and processes and supplying the necessary, true and accurate information requested as part of the sign up and enrollment process. A VantageSMS Customer may cancel his use of the Services in accordance with Clause 8.3 and Section 9 set out below.

8.2  The Customer has the option to pay the fees, charges and taxes invoiced and billed by VantageSMS by valid and honoured cheque or by credit card. In order to pay by valid credit card, the Customer will be required to provide his valid and current credit card information to VantageSMS. In the event that the Customer pays the VantageSMS fees, charges and taxes billed and invoiced by VantageSMS by credit card, VantageSMS shall, through its third party service provider, charge and bill the Customer's credit card for the VantageSMS amount billed and invoiced. Payment of the VantageSMS Services amounts billed and invoiced to the Customer for the Customer’s use of the Services, including without limitation, fees, charges and taxes due to VantageSMS are not contingent on any events other than, during the appropriate billing period, the amount of the Data, including Customer Data, that the Customer or VantageSMS on the Customer’s behalf has transferred, uploaded, downloaded, stored, processed, used, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services, including without limitation, the number of emails, texts, SMS messages, and/or chats transferred, uploaded, downloaded, processed, used, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services by the Customer or VantageSMS on the Customer’s behalf during the appropriate billing and invoice periods or any part thereof, as applicable. The Customer acknowledges that the Customer's credit card payment provider may charge the Customer additional fees, charges and taxes beyond the amounts billed by VantageSMS and any such fees, charges and taxes are the responsibility of the Customer and not of VantageSMS. The Customer shall be the party who pays for the use of the Services and who is responsible for payment of the applicable billing and invoiced fees, charges and taxes chargeable to and payable by the Customer and due to VantageSMS for the Services. The Customer may change the party who will pay the applicable billing fees, charges and taxes chargeable by and due to VantageSMS and who is or will be responsible for paying the VantageSMS Services billing and invoiced fees, charges and taxes and the Customer may do so by giving VantageSMS at least five (5) days prior email notice at "support@VantageSMS.com" and by making the appropriate changes in the Billing Section of the Customer's Organization Section in the Services. and providing the appropriate and valid new billing credit card information, if applicable, to VantageSMS in order that VantageSMS will make the necessary billing and invoice changes in its business records. For the purposes of the Terms of Use Agreements, a text, chat or SMS (Short Message Service) message length is defined as the number of characters that can be given to a particular message encoding by the VantageSMS third party carrier, before the message will be split into concatenated segments and then transferred, processed, used, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services to the Customer's recipients by the Customer or on his behalf. The SMS message length also depends on the language used that the Customer (or other party on the Customer's behalf) is processing, using, distributing, sending, transmitting, displaying, making available or otherwise communicating to, on, with or through the Services. For example purposes only, a typical SMS message in the Global System for Mobile Communications (GSM) encoding with Latin-based languages such as English, equates to 7 bits per character and maximum length per SMS message with the VantageSMS third party carrier in Canada permitting approximately 136 characters and if the SMS message is longer than the approximately 136 characters, the SMS message will be split into 2 or more messages depending on the length of the SMS message and/or chat, up to a practical maximum of 6 to 8 concatenated segments. As a result, VantageSMS will charge, bill and invoice the Customer for multiple messages and/or chats, as applicable, depending on the length of the Customer's SMS message and/or chats and other factors that may impact the SMS message and/or chat length. One of the factors that impacts SMS message and/or chat length and for which the Customer is charged and billed by VantageSMS, is that the Customer will lose additional characters for a longer SMS messages and/or chats because each message that requires a split into concatenated segments also needs a User Data Header of approximately 7 characters for each split. In addition, to the aforementioned without limitation, if certain languages are included in the SMS message and/or chat, or certain special characters, accents or emojis are used in the SMS message and/or chats, these require more bits per character and the effect will be that the message will be split into concatenated segments with less characters and thereby be more expensive to the Customer and he will incur and be billed and invoiced extra fees, charges and taxes by VantageSMS. In addition to the above, the Customer is hereby further advised and the Customer acknowledges, consents to and agrees that email, SMS message and/or chat message delivery may be effected by the telecom carrier and other email, text, SMS message and/or chat message delivery issues, such as email, text, SMS message and/or chat message reassembly at the Customer's recipients end, and accordingly, the delivery of the email, text, SMS message and/or chat messaging is a "best efforts," user activity, so there are no guarantees that an email, text, SMS message and/or chat message will actually be delivered to its intended recipient for a variety of reasons but delay or complete loss of a message is uncommon, typically affecting a small percentage of emails, texts, SMS messages, and/or chats.

8.3  The Services fees, charges and taxes billed and invoiced by VantageSMS are due and payable immediately forwarding to the Customer by VantageSMS and may be paid by valid and honored cheque sent or delivered to VantageSMS or alternatively, the Customer may pay the VantageSMS amount billed and invoiced by credit card through the VantageSMS third party credit card portal. The Customer may cancel, terminate and delete use of the Services by using the VantageSMS termination, cancellation and deletion process set out in Section 9 of the Terms of Use. In the event the Customer wishes to terminate, cancel and delete the Customer's Services account, the Customer shall give VantageSMS 30 days prior notice in accordance with the Termination provisions set in Section 9 of the Terms of Use. VantageSMS and the Customer agree that VantageSMS shall be entitled to charge, bill and invoice and receive payment for any fees, charges and taxes due to VantageSMS up to the date of cancellation, termination and deletion of the Services for which the Customer has notified VantageSMS of the Customer's termination, cancellation and deletion in accordance with the Terms of Use Agreements and the Customer, in fact, has terminated, cancelled and deleted the Customer's Services account. In the event the Customer terminates, cancels and deletes his Services account in accordance with the termination, deletion and cancellation process set out in Section 9 of the Terms of Use, VantageSMS will process the Customer's termination, cancellation and deletion of the Customer's Services account and provide a final billing and invoice to the Customer no later than 45 days after such termination, cancellation and deletion of the Services and the Customer shall ensure that the Customer's final billing and invoiced account is paid in accordance with the Terms of Use, immediately upon the date of forwarding of such final billing and invoiced amount. If the Customer has any inquiries regarding the termination, cancellation, deletion or final billing of the Customer's Services account, the Customer can email: "support@VantageSMS.com" with any questions.

8.4  The Customer agrees to promptly update any changes to the Customer contact, credit card, if applicable, and billing information including without limitation, items such as telephone number, email address, credit card number, if applicable, directly in the appropriate Sections of the Customer's Account where applicable, and in any event no later than five (5) days after the occurrence of such change. VantageSMS does not validate the credit card information required by the Customer's payment provider to secure payment and the Customer shall be responsible for any fees, charges and taxes that the Customer's credit card provider charges the Customer for the VantageSMS billings and invoiced amounts paid by the Customer by credit card. The Customer must note that the Customer's recipients telecom carrier may charge the recipient such telecom carriers email, text, SMS messaging and chat rates as applicable.

8.5  In addition to any other remedies that VantageSMS may have, VantageSMS may also terminate, cancel and delete the Customer's Services account without notice in the case of: (i) non-payment of fees, charges and taxes due and payable to VantageSMS pursuant to the Terms of Use Agreements, material breach of the Terms of Use Agreements by the Customer or anyone for whom pursuant to the Terms of Use Agreements the Customer is responsible for or in the event that the Customer has acted or is acting in a manner which reasonably indicates to VantageSMS that the Customer has no intention or is unable to comply with the Terms of Use Agreements; (ii) VantageSMS being required by law to terminate, cancel and delete the Customer's Services pursuant to the Terms of Use Agreements or otherwise; (iii) any third party service provider(s) to VantageSMS has ceased to provide its services to VantageSMS or VantageSMS has terminated or otherwise cancelled its relationship with its third party service provider(s); (iv) VantageSMS is in the process of no longer providing the Services to users in the country in which the Customer is resident or from which the Customer uses the Services; or, (v) VantageSMS makes the determination, in its sole and unfettered opinion and discretion that the provision of the Services to the Customer is no longer commercially practical or otherwise commercially viable. In the event VantageSMS terminates and cancels the Terms of Use Agreements with the Customer and deletes the Customer's Services account, Customer shall pay in full for the fees, charges and taxes for Services up to and including the last day of the billing and invoice period in which the Services are so terminated, cancelled and the Customer's Services account is deleted. All clauses of the Terms of Use Agreements which by their nature should survive such termination, cancellation and deletion of the Customer's Services account and the Terms of Use Agreements will survive such termination, cancellation and deletion of the Customer's Services account and the Terms of Use Agreements, including, without limitation, accrued rights to payment, licence, proprietary and confidentiality of information obligations, warranty disclaimers, limitations of liability, and dispute resolution and arbitration provisions and all such clauses shall continue indefinitely and shall remain in full force and effect, and be unaffected by such termination, cancellation and deletion of the Customer's Services account and the Terms of Use Agreements.

8.6  In the event that the Customer has any billing and invoice, fees, charges and tax issues, complaints, disputes or discrepancies with the VantageSMS billing and invoice, fees, charges and taxes, the Customer shall contact "support@VantageSMS.com" and provide such reasonable information as may be required by VantageSMS regarding such billing and invoice, fees, charges and tax issues, complaints, disputes or discrepancies. In the event that VantageSMS determines that the Customer's billing and invoice, fees, charges and tax issues, complaints, disputes or discrepancies are valid, VantageSMS will within 45 days after such determination adjust the Customer's billing and invoice, fees, charges and taxes to reflect the billing and invoice, fees, charges and tax changes, including any account adjustment or credit as appropriate. In the event that the Customer does not advise VantageSMS by email as set out above, of any billing and invoice, fees, charges and tax issues, complaints, disputes or discrepancies in any VantageSMS billing and invoice within 60 days of the applicable account billing and invoice, fee, charges and tax issues, complaints, disputes or discrepancies, the Customer hereby acknowledges and agrees that the Customer has waived his right to dispute such billing and invoice, fees, charge and tax issues, complaints, disputes or discrepancies, and the Customer is thereafter forever barred from raising or pursuing such billing and invoice, fees, charges and tax issues, complaints, disputes or discrepancies for the applicable billing and invoice period.

8.7  The Customer shall be responsible for payment of any and all VantageSMS costs, fees and charges incurred in the collection of any delinquent account, including without limitation, interest charges at 1.5% per month on any outstanding balance due to VantageSMS, together with any and all collection expenses including all court costs and attorney fees and any other reasonable charges incurred therefor. At no time shall VantageSMS be liable for any direct, indirect. incidental, special, consequential or other damages pursuant to provision of the Services and the Customer and VantageSMS hereby agree that the maximum amount of damages that may be awarded to the Customer for any reason whatsoever pursuant to the use by the Customer of the Services and pursuant to the Terms of Use Agreements, shall be limited to the financial equivalent of the final last month of fees, charges and taxes incurred by the Customer for the use of the VantageSMS Services and set out in the Customer's final billing and invoice, as liquidated damages and not as a penalty.

9.1  The Terms of Use Agreements will continue to apply until either terminated or cancelled by the Customer or VantageSMS in accordance with the process set out in the Terms of Use. All clauses of the Terms of Use Agreements which by their nature should survive such termination and cancellation will survive termination including, without limitation, accrued rights to payment, licence, proprietary and confidentiality of information obligations, warranty disclaimers, limitations of liability, and dispute resolution and arbitration provisions and all such clauses shall continue indefinitely and shall remain in full force and effect, and be unaffected by such termination or cancellation.

9.2  If the Customer wants to terminate and cancel the Customer's use of the Services, the Customer may do so by: (a) notifying VantageSMS by email written notice at least 30 days prior to such termination and cancellation of the Customer's use of the Services setting out in such Customer email that the Customer will terminate his use of the Services and such email notice shall be emailed to: Support@VantageSMS.com; and, (b) on or before the thirtieth (30th) day after emailing of the aforementioned notice, the Customer will close and DELETE the Customer's account for the Services in the appropriate and applicable Customer's Account Section. In the event that the Customer terminates and cancels his use of the Services and closes and deletes the Customer's Services account with VantageSMS, the Customer acknowledges, consents to and agrees that all Data associated with the Customer's Services account, including any Customer Data that the Customer or VantageSMS on the Customer’s behalf, has transferred, uploaded, downloaded, stored, processed, used, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services and the Data and Customer Data associated with the Customer's use of the Services will be deleted and will not be recoverable. The Customer acknowledges, consents to and agrees that even after the Customer terminates, cancels and deletes the Customer's Services account that the Data, including the Customer's Data that the Customer or VantageSMS on the Customer’s behalf, transferred, processed, uploaded, downloaded, used, distributed, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services to the recipients will or may still appear in some devices which received the Customer Data that was transferred processed, uploaded, downloaded, distributed, used, sent, transmitted, displayed, made available or otherwise communicated to, on, with and/or through the Services, and such devices are outside of VantageSMS's control, and VantageSMS is not in any way responsible for any Data, including Customer Data that resides or may reside on such devices in any event. VantageSMS may also retain Customer Data for a period of time that VantageSMS deems necessary after the Customer has terminated the use of the Services, closed and deleted the Customer's account, to fulfill the purposes set out in the Terms of Use, including without limitation, ensuring that the billing and invoice transactions can be properly processed, complying with any legal or other issues, laws and regulations, any fraud issues and requirements related to our financial third party service providers. There may also be residual Customer Data that may remain within the VantageSMS databases and other records which will not be removed.

10.1  NOTHING IN THE TERMS OF USE AGREEMENTS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT VANTAGESMS'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME LEGAL JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN CUSTOMER'S LEGAL JURISDICTION WILL APPLY TO THE CUSTOMER AND VANTAGESMS'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10.2  THE CUSTOMER EXPRESSLY ACKNOWLEDGES, UNDERSTANDS, ACCEPTS AND AGREES THAT THE CUSTOMER'S USE OF THE SERVICES, AND WITHOUT LIMITATION, AND ALL DATA INCLUDING THE CUSTOMER'S DATA THAT HAS BEEN TRANSFERRED, UPLOADED, DOWNLOADED, PROCESSED, STORED, USED, DISTRIBUTED, SENT, TRANSMITTED, DISPLAY, MADE AVAILABLE OR OTHERWISE COMMUNICATED TO, ON, WITH AND/OR THROUGH THE SERVICES, IS AT THE CUSTOMER'S SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, "AS AVAILABLE" BASIS AND "WITH ALL DEFECTS AND FAULTS" BASIS AND THAT THE SERVICES MAY EXPERIENCE THE ISSUES AS SET OUT IN CLAUSES 2.2 AND 2.3 OF THE TERMS OF USE.

10.3  VANTAGESMS, ANY OF ITS AFFILIATES, SUBSIDIARIES AND ANY OF ITS LICENSORS DO NOT IN ANY WAY REPRESENT, WARRANT, PROMISE OR GUARANTEE TO THE CUSTOMER THAT: (A) THE CUSTOMER'S USE OF THE SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS; (B) THE CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY SECURE OR FREE FROM ERROR, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (C) ANY CUSTOMER DATA THAT THE CUSTOMER OR VANTAGESMS ON THE CUSTOMER’S BEHALF, HAS TRANSFERRED, UPLOADED, DOWNLOADED, STORED, PROCESSED, USED, DISTRIBUTED, SENT, TRANSMITTED, DISPLAY, MADE AVAILABLE OR OTHERWISE COMMUNICATED TO, ON, WITH AND/OR THROUGH THE SERVICES AS A RESULT OF THE CUSTOMER'S USE OF THE SERVICES WILL BE RELIABLE OR ACCURATE, AND/OR EFFECTIVE IN ANY WAY, INCLUDING WITHOUT LIMITATION, SITUATIONS ARISING FROM THE CUSTOMER'S FAILURE TO PROVIDE VANTAGESMS WITH ACCURATE AND COMPLETE INFORMATION AND THE CUSTOMER'S FAILURE TO KEEP THE CUSTOMER'S LOGIN CREDENTIALS, INCLUDING WITHOUT LIMITATION, THE CUSTOMER'S PASSWORD, SECURE AND CONFIDENTIAL; (D) THAT DEFECTS, OMISSIONS, AND/OR ERRORS IN THE OPERATION OR FUNCTIONALITY OF ANY SERVICES AND SOFTWARE PROVIDED TO THE CUSTOMER WILL BE CORRECTED; (E) THE SERVICES, WILL BE SECURE OR THAT ANY ELEMENTS OF THE SERVICES, AND ALL DATA INCLUDING THE CUSTOMER DATA TRANSFERRED, UPLOADED, DOWNLOADED, STORED, PROCESSED, USED, DISTRIBUTED, SENT, TRANSMITTED, DISPLAY, MADE AVAILABLE OR OTHERWISE COMMUNICATED TO, ON, WITH AND/OR THROUGH THE SERVICES AS A RESULT OF THE CUSTOMER'S USE OF THE SERVICES WILL BE SUCCESSFUL OR EFFECTIVE IN PREVENTING UNAUTHORIZED ACCESS TO THE CUSTOMER'S SERVICES ACCOUNT; (F) ALL DATA INCLUDING THE CUSTOMER DATA TRANSFERRED, UPLOADED, DOWNLOADED, STORED, PROCESSED, USED, DISTRIBUTED, SENT, TRANSMITTED, DISPLAYED, MADE AVAILABLE OR OTHERWISE COMMUNICATED TO, ON, WITH AND/OR THROUGH THE SERVICES AS A RESULT OF THE CUSTOMER'S USE OF THE SERVICES WILL BE FREE FROM ANY ACTION TAKEN AGAINST THE CUSTOMER BY VANTAGESMS AND/OR ANY RELEVANT LAW ENFORCEMENT AGENCY OR AUTHORITY, BY COPYRIGHT HOLDERS OR OTHER THIRD PARTY RIGHTHOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH COPYRIGHTHOLDERS OR OTHER THIRD PARTY RIGHTHOLDERS RELATING TO SUCH DATA INCLUDING CUSTOMER DATA; AND, (G) THE CUSTOMER'S USE OF THE SERVICES WILL BE OR IS LAWFUL IN ANY PARTICULAR JURISDICTION.

10.4  ANY OF THE SERVICES, SOFTWARE DOWNLOADED OR INSTALLED OR CUSTOMER DATA TRANSFERRED, UPLOADED, DOWNLOADED, STORED, PROCESSED, USED, DISTRIBUTED, SENT, TRANSMITTED, DISPLAY, MADE AVAILABLE OR OTHERWISE COMMUNICATED TO, ON, WITH AND/OR THROUGH THE SERVICES OR OTHERWISE OBTAINED BY THE CUSTOMER THROUGH THE USE OF THE SERVICES AND SOFTWARE IS DONE AT THE CUSTOMER'S OWN DISCRETION AND RISK AND THE CUSTOMER ACKNOWLEDGES, CONSENTS TO AND AGREES THAT THE CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR HARM TO THE EQUIPMENT, OR FOR LOSS OF DATA, INCLUDING CUSTOMER DATA THAT RESULTS FROM THE USE THE SERVICES, SOFTWARE DOWNLOADED OR INSTALLED OR DATA INCLUDING CUSTOMER DATA TRANSFERRED UPLOADED, DOWNLOADED, STORED, PROCESSED, USED, DISTRIBUTED, SENT, TRANSMITTED, DISPLAY, MADE AVAILABLE OR OTHERWISE COMMUNICATED TO, ON, WITH AND/OR THROUGH THE SERVICES AND SOFTWARE OR OTHERWISE.

10.5  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CUSTOMER FROM VANTAGESMS OR THROUGH USE OF OR FROM THE SERVICES OR SOFTWARE SHALL CREATE ANY LIABILITY OR WARRANTY ON THE PART OF VANTAGESMS, ITS AFFILIATES, SUBSIDIARIES, CONTRACTORS, LICENSORS, ANY APPLICABLE THIRD PARTIES AND ALL OF THE AFOREMENTIONED PARTIES RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS AND/OR SHAREHOLDERS, NOT EXPRESSLY STATED IN THE TERMS OF USE AGREEMENTS.

10.6  VANTAGESMS SPECIFICALLY AND EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND VANTAGESMS DOES NOT MAKE OR PROVIDE ANY WARRANTIES OR REPRESENTATIONS AS TO THE RESULTS THAT MAY BE OBTAINED BY THE CUSTOMER FROM THE USE OF THE SERVICES AND SOFTWARE.

11.1  SUBJECT TO THE OVERALL PROVISIONS SET OUT IN PARAGRAPH 10.1 ABOVE, THE CUSTOMER EXPRESSLY ACKNOWLEDGES, UNDERSTANDS, CONSENTS TO, ACCEPTS AND AGREES THAT VANTAGESMS, ITS AFFILIATES, SUBSIDIARIES, CONTRACTORS, LICENSORS, ANY APPLICABLE THIRD PARTIES AND ALL OF THE AFOREMENTIONED PARTIES RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS AND/OR SHAREHOLDERS, SHALL NOT IN ANY WAY BE LIABLE TO THE CUSTOMER FOR: ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY THE CUSTOMER, HOWEVER CAUSED AND UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY. THIS SHALL INCLUDE BUT NOT BE LIMITED TO: (A) ANY LOSS OF PROFIT OR BUSINESS (WHETHER INCURRED DIRECTLY OR INDIRECTLY); (B) ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, OR LOSS OF OPPORTUNITY; (C) ANY INTERRUPTION OF SERVICE, LOSS, ERROR, INACCURACY OR CORRUPTION OF DATA INCLUDING CUSTOMER DATA, SUFFERED BY THE CUSTOMER OR ANY OF THE CUSTOMER'S RECIPIENTS AS A RESULT OF THE CUSTOMER'S USE OF THE SERVICES, OR DATA INCLUDING CUSTOMER DATA TRANSFERRED, UPLOADED, DOWNLOADED, STORED, PROCESSED, USED, DISTRIBUTED, SENT, TRANSMITTED, DISPLAY, MADE AVAILABLE OR OTHERWISE COMMUNICATED TO, ON WITH AND/OR THROUGH THE SERVICES OR OTHERWISE; (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR LIKE SERVICES; (E) ANY MATTER BEYOND VANTAGESMS'S REASONABLE CONTROL; (F) ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE AMOUNT SET OUT IN CLAUSE 8.7 PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT VANTAGESMS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES, OR LOSSES ARISING ; OR, (G) ANY OTHER LOSS OR DAMAGE, INTANGIBLE OR OTHERWISE, WHICH MAY BE INCURRED BY THE CUSTOMER WHETHER AS A RESULT OF THE USE BY THE CUSTOMER OF THE SERVICES OR OTHERWISE.

11.2  THE CUSTOMER AGREES THAT IN THE EVENT THERE MAY BE CIRCUMSTANCES THAT ARISE WHERE THE CUSTOMER IS ENTITLED TO DAMAGES AS A RESULT OF THE LIABILITY OF VANTAGESMS, ITS AFFILIATES, SUBSIDIARIES, CONTRACTORS, LICENSORS, ANY APPLICABLE THIRD PARTIES AND ALL OF THE AFOREMENTIONED PARTIES RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS AND/OR SHAREHOLDERS, AND IN SUCH EVENT AND IN ALL SUCH CIRCUMSTANCES THE CUSTOMER'S SOLE REMEDY AND VANTAGAESMS, ITS AFFILIATES, SUBSIDIARIES, CONTRACTORS, LICENSORS, ANY APPLICABLE THIRD PARTIES AND ALL OF THE AFOREMENTIONED PARTIES RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS AND/OR SHAREHOLDERS TOTAL LIABILITY AS THE CASE MAY BE, SHALL BE LIMITED TO THE AMOUNT AS SET OUT IN CLAUSE 11.1(F) DUE OR LIABLE TO PAY VANTAGESMS FOR THE FEES, CHARGES AND TAXES FOR THE SERVICES IN THE PREVIOUS FINAL LAST MONTH, PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY FOR WHICH THE CUSTOMER IS ENTITLED TO DAMAGES FOR USE OF THE SERVICES AND SOFTWARE, WHETHER OR NOT VANTAGESMS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES ARISING.

11.3  VantageSMS, ITS AFFILIATES, SUBSIDIARIES, CONTRACTORS, LICENSORS, ANY APPLICABLE THIRD PARTIES AND ALL OF THE AFOREMENTIONED PARTIES RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS AND/OR SHAREHOLDERS, SHALL NOT IN ANY WAY BE LIABLE TO THE CUSTOMER ARISING, WITHOUT LIMITATION:

11.3.1  FROM ANY CHANGES THAT VantageSMS MAY MAKE: i) TO THE SERVICES, AND/OR ANY APPS, LINKED WEBSITES AND/OR PLATFORMS OR OTHERWISE OR ANY PART THEREOF; ii) TO ANY SOFTWARE USED, DOWNLOADED OR INSTALLED BY THE CUSTOMER DOWNLOADED OR INSTALLED, IF APPLICABLE; iii) TO ANY DATA, INCLUDING CUSTOMER DATA TRANSFERRED, UPLOADED, DOWNLOADED, STORED, PROCESSED, USED, DISTRIBUTED, SENT, TRANSMITTED, DISPLAY, MADE AVAILABLE OR OTHERWISE COMMUNICATED TO, ON WITH AND/OR THROUGH THE SERVICES AND/OR ANY APPS, LINKED WEBSITES AND/OR PLATFORMS OR OTHERWISE OBTAINED BY THE CUSTOMER THROUGH THE USE OF THE SERVICES AND SOFTWARE;

11.3.2  FROM ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO OR USE OF THE SERVICES AND/OR ANY APPS, LINKED WEBSITES AND/OR PLATFORMS OR OTHERWISE BY THE CUSTOMER, AND FROM ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO OR USE OF ANY INFORMATION OR DATA INCLUDING THE CUSTOMER'S DATA, IN OR FROM ANY OR ALL JURISDICTIONS IN THE WORLD;

11.3.3  FOR ANY CIRCUMSTANCES REFERRED TO IN SECTION 11, SUBJECT TO LIMITATIONS IF ANY, SET OUT IN CLAUSE 10.1.

12.1  The Customer in his use of the Services shall not in any way infringe any copyright, intellectual property or trademarks of any third party and will comply with international and local intellectual property law and in the event VantageSMS is made aware of any violation of such law by the Customer, VantageSMS may in its sole discretion terminate and cancel the use of the Services by the Customer, including without limitation, deleting the Customer's Services account with the attendant consequences as set out in the Terms of Use Agreements.

13.1  The Customer hereby agrees to indemnify, defend and save harmless VantageSMS, its affiliates, subsidiaries, contractors, licensors, any applicable third parties, and all of the aforementioned parties respective employees, officers, directors, representatives, agents, and/or shareholders from and against any and all claims, obligations, damages, losses, liabilities, settlements, costs and expenses (including without limitation any and all interest, costs including without limitation full legal and solicitors' fees) in connection with and as a result of any claims or actions that arise from:

13.1.1  any alleged violation or breach of the Terms of Use Agreements, any matters arising from the use of the Services or from the use of the Software and any and all matters related to the foregoing or otherwise by the Customer or any party for which the Customer is responsible for in accordance with the Terms of Use Agreements;

13.1.2  any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy as a result of the Customer or any party for which the Customer is responsible for in accordance with the Terms of Use Agreements, using the Services and without limitation, any apps, other linked websites, and/or platforms and uploading and storing, processing, distributing, sending, transmitting, displaying, making available or otherwise communicating to, on or through the Services any Data, including without limitation, Customer Data contrary to the Terms of Use Agreements; and,

13.1.3  any activity related to the Customer's Services account, be it by the Customer or by any other person accessing the Customer's account with or without the Customer's consent.

14.1  VantageSMS, at its sole option and discretion, may make changes to the Terms of Use Agreements, from time to time. When these changes are made, VantageSMS will post a new copy of the Terms of Use Agreements or part thereof that has been amended on the VantageSMS website.

14.2  The Customer acknowledges, accepts and agrees that if the Customer uses the Services after the date on which the Terms of Use Agreements have changed, VantageSMS will treat the Customer's use, or continued use of the Services as acceptance of the updated and amended Terms of Use Agreements.

15.1  From time to time when the Customer uses the Services, the Customer may (as a result of, or through his use of the Services) use third party software, or third party services. The Customer's use of these other third party services or third party software may be subject to separate terms and conditions between the Customer and such third party and the Customer hereby agrees to comply with such separate terms and conditions.

15.2  The Customer agrees that VantageSMS, at its sole option, may provide the Customer with notices and other communications, including those regarding changes to the Terms of Use Agreements, by email, SMS message, chat, email or posting on the VantageSMS website and any such notice or communication shall be deemed to have been given and received on the day on which it was sent, delivered or transmitted by email, SMS message, chat, email or posted on the VantageSMS website, however, if such day is not a Business Day, on the next following Business Day and Business Day for the purposes of the Terms of Use Agreements means a day other than a Saturday, Sunday or any other day on which the principal commercial banks located at Toronto, Ontario are not open for business during normal banking hours.

15.3  No delay or failure by VantageSMS in exercising or enforcing any legal or other right or remedy hereunder and no partial exercise of any such legal or other right or remedy shall be deemed to constitute a waiver of such legal or other right or remedy or any other legal or other rights or remedies of VantageSMS. No waiver of any of the provisions of the Terms of Use Agreements shall be deemed or shall constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing by VantageSMS. Any consent by VantageSMS to or any waiver by VantageSMS of any breach or violation of any provision of the Terms of Use Agreements by the Customer shall not constitute consent to or waiver of any subsequent, further or other breach or violation of the provisions of the Terms of Use Agreements by the Customer.

15.4  If any court of law, having the jurisdiction to rule on this matter, rules that any provision of the Terms of Use Agreements is invalid, then that invalid provision will be removed from the Terms of Use Agreements without affecting the rest of the Terms of Use Agreements as the case may be. The remaining provisions of the Terms of Use Agreements will continue to be valid and enforceable.

15.5  The Terms of Use Agreements, and the Customer's relationship with VantageSMS under the Terms of Use Agreements, shall be governed by the laws of the Province of Ontario and the laws of Canada, without regard to its conflict of laws provisions. The Customer and VantageSMS agree to submit to the exclusive jurisdiction of the courts located within the City of Metropolitan Toronto, in the Province of Ontario, Canada, to resolve any legal matter arising from the Terms of Use Agreements. Notwithstanding the above, the Customer acknowledges, accepts and agrees that VantageSMS shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction or country.

15.6  The Customer's account with VantageSMS and use of the Services is not assignable, transferable or sublicensable by Customer except with VantageSMS’s prior written consent. VantageSMS may assign all or any part of its rights and its obligations under the Terms of Use Agreements, its Services and all matters and items ancillary thereto, to any third party, including without limitation, to any person, corporation, or entity acquiring all, substantially all, or any part of the assets or business of VantageSMS, at any time without notice to the Customer or consent of the Customer.

15.7  NNo agency, partnership, joint venture, or employment is created with the Customer as a result of the Terms of Use Agreements and the Customer does not have any authority of any kind to bind VantageSMS in any respect whatsoever.

15.8  No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Terms of Use, for any failure or delay in fulfilling or performing any term of the Terms of Use Agreements, save and except for any obligations that the Customer has to make payments to VantageSMS hereunder, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control (“Force Majeure Event”). The party suffering a Force Majeure Event shall give notice within Seven (7) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue and shall use reasonable efforts to end the failure or delay.

15.9  If any controversy, dispute, claim, question or difference (hereinafter referred to as a "Dispute") arises with respect to the Terms of Use Agreements or their performance, enforcement, breach, termination or validity (including without limitation, whether or not the Dispute involves a third party), the parties will use their reasonable best efforts to settle the Dispute. To this end, they will consult and negotiate with each other, in good faith and understanding of their mutual interests, to reach a just and equitable solution satisfactory to all parties. The Customer hereby agrees that he shall utilize the Dispute resolution procedures set out in the Terms of Use regarding any Dispute that has not been settled as set out in Clause 15.9.1 against VantageSMS, its subsidiaries, affiliates, successors, assigns, any other Customers of the Services and any third parties and all of the aforementioned parties respective subsidiaries, affiliates, successors, and assigns and their respective employees, agents, directors, officers and/or shareholders and the Customer further agrees that he expressly waives his right to any trial and he will not bring or join a class action suit or become a class member on any class claim that he may have including without limitation, any right to Class Arbitration or any consolidation of individual arbitrations against any of the aforementioned parties regarding a Dispute. The Customer hereby agrees that a Dispute arising out of or in any way related to the provision of Services, the use of the Services by the Customer or any matters in any way related to the Terms of Use Agreements must be commenced in accordance with the provisions of this Clause 15.9 within Three (3) months after the issue or cause of the Dispute arises, otherwise such issue or cause of Dispute is forever and permanently barred and cannot be raised by the Customer. The Dispute and arbitration provisions set out in the Terms of Use Agreements shall survive any termination and cancellation of the Terms of Use Agreements between the Customer and VantageSMS.

15.9.1  Except as is expressly provided in the Terms of Use Agreements, if the parties do not reach a solution pursuant to Clause 15.9 within a period of 30 days following the first notice of the Dispute by any party to the other, then upon written notice by any party to the other, the Dispute will be finally settled by arbitration in accordance with the provisions of the Arbitrations Act (Ontario), based upon the following:

15.9.1.1  the arbitration tribunal will consist of one arbitrator appointed by mutual agreement of the parties, or in the event or failure to agree within 21 days following delivery of the written notice to arbitrate, the Dispute shall be heard by a panel of three (3) arbitrators, one of whom shall be chosen by the Customer and one by VantageSMS within fifteen (15) days after notice in writing from either party to the other and the two arbitrators so chosen shall select a third arbitrator within twenty-One (21) days after their selection. Any party may apply to a judge of the Ontario Superior Court (General Division) to appoint an arbitrator, in the event the two arbitrators are unable to select a third arbitrator. The arbitrator or arbitrators chosen will be qualified by education and training to pass upon the particular matter to be decided and in Dispute;

15.9.1.2  the arbitration will take place in Toronto, Ontario;

15.9.1.3  the arbitration award will be given in writing, shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator or arbitrators and will be final and binding on the parties, not subject to any appeal, and the parties shall each pay the fees of the arbitrator they selected, one-half (1/2) of the fees of the third arbitrator (if applicable) and shall each pay their own respective fees for their counsel, experts and witnesses;

15.9.1.4  judgment upon any award may be entered in any court having jurisdiction, or application may be made to the court for a judicial recognition of the award or an order of enforcement, as the case may be; and,

15.9.1.5  all Disputes referred to arbitration (including the scope of the Terms of Use Agreements to arbitrate, any statute of limitations, set-off claims, conflict of laws rules, tort claims and interest claims) will be governed by the substantive law of the Province of Ontario.

15.10  VantageSMS may, without Customer’s consent, include Customer’s name and/or other indicia in its lists of VantageSMS's current or former Customers of VantageSMS in promotional and marketing materials. Additionally, VantageSMS, at its sole option, may prepare a case study relating to Customer’s access and use of the Services, including but not limited to one or more testimonials from the Customer and/or the Customer’s recipients and in the case of testimonials only if such Customer or recipient consents, aggregated data of the results of Customer’s use of the Services, and other informational material as determined by VantageSMS. The Customer agrees to provide reasonable assistance and timely responses to VantageSMS in VantageSMS's preparation of the case study, if applicable.

15.11  The Terms of Use Agreements and everything therein contained shall extend to and bind and may be taken advantage of by the respective heirs, executors, administrators, successors and assigns, as the case may be, of each of the parties hereto.

15.12  The provisions of the Terms of Use Agreements shall be read with all grammatical changes thereby rendered necessary and all covenants shall be deemed joint and several, if applicable. Any release, indemnity or covenant for the benefit of VantageSMS, its affiliates, subsidiaries shall apply equally, to the extent the context allows, to all employees, directors, officers, agents and shareholders of such party. The division of the Terms of Use Agreements into Articles, Sections, Subsections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in the construction or interpretation thereof and shall not in any way whatsoever define, limit or enlarge the scope or meaning of the Terms of Use Agreements or any part thereof Whenever the words “include,” “includes” or “including” are used in the Terms of Use Agreements, they shall be deemed to be followed by the words “without limitation.” Any regulation, statute or other applicable law defined or referred to in the Terms of Use Agreements means such regulation, statute or other applicable law as amended, unless otherwise specifically provided therein. References to “hereof”, “herein”, “hereto”, "hereunder", "hereby" and like references refer to the Terms of Use Agreements and not to any particular Article, Section, subsection, clause, subclause, paragraph or other subdivision or portion of the Terms of Use Agreements and include amendments thereto made from time to time, any agreement which is supplementary to or in amendment or confirmation of the Terms of Use Agreements. Where the context so requires in the Terms of Use Agreements, the Terms of Use Agreements shall be read with all changes in gender and number required by context.

15.13  Time shall, in all respects, be of the essence of the Terms of Use Agreements.