This Universal Service Agreement (the “Agreement”) is entered into by and between Tunnel, Inc., and its affiliated companies and its service offerings (including but not limited to tunnel.com, tunl.co), (“Tunnel”), and the Customer/Subscriber/Merchant agreeing to these terms (“Customer”) and its users (“User”), all collectively referred to as the Parties (“Parties”). This Agreement is effective as of the moment that the Parties access or navigate Tunnel and its affiliated companies’ websites or applications (the “Effective Date”) and/or software connected to Tunnel’s dedicated or cloud servers. Every time the Customer and/or User communicates with Tunnel and/or navigates Tunnel’s websites, the Customer and/or User is agreeing to this Agreement. If you are accepting these terms on behalf of your employer or another entity of the Parties, you hereby represent and/or warrant that: (i) you have full legal authority to bind your employer, or the applicable entity or designated users including yourself, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the respective party that you represent, to this Agreement. If you do not have the legal authority to bind your employer or the applicable party entity, and/or do not agree to the terms of the Agreement, immediately leave the website by closing the window, and do not click on the links, hyperlinks, buttons, which are part of the website . If you are a messenger or text receiver or email user to Tunnel’s services, and you do not have the legal authority to bind your employer or the applicable party entity, and/or do not agree to the terms of the Agreement, immediately discontinue using the service. This Agreement governs any and/or all of the services developed by Tunnel, as they are defined below.
Scope of Engagement where applicable
A. Under this Agreement, Customer is utilizing Tunnel’s services or servers or dial number(s), user numbers, Tunnel’s messaging servers, and/or Tunnel’s website(s) to communicate via mobile text messaging in a reactive or interactive manner and or any other applicable services as amended time to time.
B. Tunnel is sending Customer messages/mails through a specific mobile carrier or aggregator routes or via cloud servers or relay servers or over the
C. Tunnel is relying or receiving or routing or sending messages on Customers behalf.
D. Tunnel is displaying information on the dedicated numbers or accounts or customers users, via the web/IP enabled software application/s.
E. Under this Agreement, Customer will (i) provide and update his/her own text message or mail or respond on/in line to its own user requests on a one to one basis or one of many on an interoffice or intracompany with its users or with user’s authorization if applicable. (ii) send/upload its own message/s in a clear and in acceptable format. (iii) Customer will not engage with users unless user has explicitly requested engagement or users are part of company authorized contacts (iv) Customer will not re-broadcast or contact end users without prior authorization (v) Customer shall not build data base or list of data in violation of any TCPA or government compliance rules (vi) In the event the Customer has pre-authorization to send/receive mail/messaging from its own users who are pre-existing customers of the Customer, then, Customer may communicate with such users. However, Customer would need to enter into a separate agreement to enable this functionality if it communicates using Tunnel SMS services. Regardless of how Customer uses Tunnel’s service/s it shall abide by FCC, specifically TCPA compliance rules for all applicable services.
F. SMS Use: Customer will not allow itself or any other provider to contact customers by other methods to re-SMS enable the numbers or allow third party to port-out the number/s without notice.
G. Private Email use: Emails are for private messaging purposes only.
H. Subdomain: Dedicated subdomains are for its internal use and shall not be resold or to make money from/for the same by Customers/Users.
I. Tunnel services are not traditional e-mail utility services such as Gmail or Yahoo, as such they are not covered under the such applicable rules or industry standards.
General Terms to the Agreement
All parties to the agreement agree to:
All respect relevant carrier rules, regulations and policies for any IP or wireless carrier or device policies.
Maintain the terms of this agreement and its contents confidential in similar manner as it would safeguard its own information.
Parties shall comply with any subpoena, judicial orders, federal communication commission requests, or any other law enforcement and government related requests.
Parties agree that each party will be responsible for its own patents or copyrights or any other Intellectual Property. Furthermore, both parties will hold the other harmless for its own actions.
The parties agree that the terms of this agreement are fair to one another and shall be construed as if both parties simultaneously created the agreement, without preference or influence upon either party.
The Parties are free to assign their individual duties and obligations to a 3rd party, without prior approval from the other party.
Parties agree that Tunnel is not a carrier or a utility or its email provider, but simply an enhanced messaging/mail service provider from whom you the Customer lease or rent services or servers for use during its tenure as paid/free-trial customer of Tunnel. Customer agrees that it shall have no right or equity in Tunnel’s assets or IP. Tunnel shall not archive any messages for Closed User Group private messages or shall be under no obligation to provide archival services for any purpose/s.
Parties agree that, where applicable, Tunnel solely owns any and all users mail-IDs or number/s to the customer, and these shall not be portable. Where applicable, in case of SMS enabled numbers, or numbers brought in from customer, Customer shall own its own DID/Phone number/Toll Free number, which it already owns prior to opening an account with Tunnel.
Tunnel shall not be responsible for providing and/or maintaining a reliable, messaging platform or servers or email messaging platform or any services. All of Tunnel services are incumbent upon the underlying carriers providing such services, software vendors and third-party cloud enabled service providers. All services are provided over the public internet as such they are subject to associated risks.
Tunnel shall not be responsible for the uploads on Tunnel’s cloud servers where relevant and/or necessary.
Tunnel shall not be responsible for formatting any and/or all files to confirm with acceptable formats. Customer shall upload and test its own files before using the services.
Under no uncertain and/or ambiguous terms, Tunnel shall not review any of the uploaded content.
Under no uncertain and/or ambiguous terms, Tunnel shall not review/monitor nor police any of the messaging/email/calendar/tasks/collaboration content.
Tunnel may extract and indefinitely store User data, including but not limited to phone number, geographic location and/or name of account holder, for future use at Tunnel’s sole discretion.
User acknowledges there may be inappropriate content, unsuitable for minors, which Tunnel has no prior knowledge of nor intention to review prior to distribution to Users.
User and Customer acknowledge and consent that Tunnel may collect any and all User and/or Customer data through the use of third-party and/or first-party cookies technology.
User and Customer acknowledge and consent that Tunnel may utilize other types of data mining technology as may become available and/or implement, other than cookies, to gather User and/or Customer data.
Customer and User agree that the services are provided without any warranty whatsoever and User and/or Customer assume all risk associated with using Tunnel services and any carrier associated charges.
Tunnel shall not be responsible for the upkeep and/or errors attributed to server inadequacies, malfunction, or failure during the storage and/or broadcast of User any content. Customer and user acknowledge Tunnel’s service without any warranty or merchantability.
Tunnel Warranties and Disclaimers
Other than as expressly set out in these terms or additional terms, neither Tunnel nor its suppliers or distributors make any specific promises about the services. For example, we don’t make any commitments about the content within the services, the specific functions of the services, or THEIR RELIABILTY, AVAILBILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE SERVICES “AS IS”.
Some jurisdictions provide for certain warranties, LIKE THE IMPLIED WARRANTY OR MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE.
Obligations of Customer
Customer shall take full responsibility in using Tunnel cloud servers.
Any change(s) to the URL shall be promptly reported and updated by Customer in its portal so that its Users are not inconvenienced.
If applicable, in the case of streaming content, Customer agrees to maintain a steady quality stream to enable Tunnel websites to carry and broadcast the stream.
Customer represents and warrants that Customer owns or has the necessary licenses, rights, consents, and permissions to its content.
Customer agrees to provide non-exclusive licenses to Tunnel, comprising but not limited to all patent, trademark, trade secret, copyright or other proprietary rights in, and to such content for its storage and use on the Tunnel service pursuant to this agreement for use by the Customer and its users.
Customer shall comply with FCC rules, more importantly TCPA/Internet compliance rules, as outlined at FCC.Gov and any new changes, modifications, and/or additions to said rules and or regulations, or rule of any country and/or nation, (law of the land) which may be applicable.
The Parties agree that Customer shall not directly or indirectly circumvent Tunnel (in deceiving or taking away its goodwill or revenue), to deal directly with its employees, and/or agents, or seek to hire employees of Tunnel during this Agreement and for a period of 7 years after termination of its services.
Customer shall be solely responsible for the content that it transmits to its Users and shall comply with all applicable rules. Customer shall not send any defamatory or political or sexual or discriminatory or messages against FCC rules or local community rules or regulations.
Customer agrees to indemnify Tunnel for any disputes arising from the content that the Customer has transmitted, using Tunnel’s services.
Customer grants Tunnel a license to store, stream, play and/or hold searchable content on Tunnel’s servers where applicable.
Customer agrees not to attempt to: (i) disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the Tunnel software or modify, adapt, create derivative works based upon, or translate the Software or Documentation; (ii) copy, install or use the Software or Documentation on any of its computer systems, servers, or networks; or (iii) transfer, lease, loan, resell for profit, distribute or otherwise grant any rights in the software or documentation in any form to any other party, including commercial time-sharing, rental, agency or service bureau use.
Tunnel is not granting Customer, any rights whatsoever in the Tunnel software source code or user interface or graphics. All rights, title, and interest, including all Intellectual Property rights in the Software belong to respective third parties from whom Tunnel has licensed the Tunnel Software and Documentation and/or Intellectual Property which Tunnel has created by enhancements or modifications to the third party software (Tunnel owns any such Intellectual Property created by Tunnel), as well as any updates, upgrades or modifications thereof, or in any ideas, know-how, and programs developed by Tunnel or its licensors during the course of performance of the Services shall remain the sole and exclusive property of Tunnel and/or its licensors.
Customer expressly agrees without hesitation or reservation, that any and/or all guidance and/or suggestions for improvements, updates, error-fixes, upgrades, and/or modifications made by the Customer, which Tunnel may or may not implement into the Service(s), shall hereby be assigned to Tunnel and completely be owned by Tunnel.
Customer and User agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the services provided by Tunnel in a manner that sends more request messages to the Tunnel servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser.
Customer and User agree not to collect or harvest any personally identifiable information, including account names from Tunnel, nor to use the communication systems provided for any commercial solicitation purposes, unless prior authorization is obtained in writing.
Customer expressly agrees that all rights, title, and interest, including all Intellectual Property rights, in any ideas, know-how, and software developed by Tunnel or its vendors or its licensors during the course of performance of the agreement shall remain the property of Tunnel or its vendors or its licensors. All rights not specifically granted to the Customer shall be exclusively reserved to Tunnel.
Customer hereby grants Tunnel any ideas or enhancements it recommends improving Tunnels services.
Customer agrees that it will not directly or indirectly develop or assist in the development of a competitive product or service, and that the sole use of the Tunnel software by Customer shall be solely for Customer’s own needs.
Customer agrees and understands, while Tunnel may use e-mail server software, but the services it’s provides are not public email service. Any/all public use of the e-mail addresses assigned by Tunnel are strictly prohibited and shall not work in that manner.
Furthermore, its understood by the customer all communications data/voice/messaging or in any media are designed for Closed User Groups only and its use will be limited such use.
Obligations of User
User agrees not attempt to: (i) disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the Tunnel broadcasting software and/or website and/or web pages or modify, adapt, create derivative works based upon, or translate the Software or Documentation; (ii) copy, install or use the Software or Documentation on any of its computer systems, servers, or networks; or (iii) transfer, lease, loan, resell for profit, distribute or otherwise grant any rights in the software or documentation in any form to any other party, including commercial time-sharing, rental, or service bureau use.
User agrees that Tunnel is not granting User any rights whatsoever in the Tunnel software and website and/or webpage source code. All rights, title, and interest, including all Intellectual Property rights in the Software belong to respective third parties from whom Tunnel has licensed the Tunnel Software and Documentation and/or Intellectual Property which Tunnel has created by enhancements or modifications to the third party software (Tunnel owns any such Intellectual Property created by Tunnel), as well as any updates, upgrades or modifications thereof, or in any ideas, know-how, and programs developed by Tunnel or its licensors during the course of performance of the Services shall remain the sole and exclusive property of Tunnel and/or its licensors.
User expressly agrees and assigns to Tunnel without hesitation or reservation, that any and/or all guidance and/or suggestions for improvements, updates, error-fixes, upgrades, and/or modifications made by the User, which Tunnel may or may not implement into the Service(s), shall all be owned by Tunnel.
User expressly agrees that all rights, title, and interest, including all Intellectual Property rights, in any ideas, know-how, and software developed by Tunnel or its vendors or its licensors during the course of performance of the agreement shall remain the property of Tunnel or its vendors or its licensors. All rights not specifically granted to the User shall be exclusively reserved to Tunnel.
User agrees to use its best efforts to protect the trade secrets, know-how, source code or structure underlying the Tunnel software and provide no access to same by any third party at any time.
User agrees that it will not directly or indirectly develop or assist in the development of a competitive product or service, and that the sole use of the Tunnel software by User shall be solely for User’s own listening needs and preferences.
Additional General Terms and Termination:
The Parties unequivocally agree that any ambiguous terms shall be construed and interpreted according to widely accepted telecom industry standards.
If any provision of this Agreement is invalid or unenforceable under applicable law, that provision shall be ineffective only to the extent of such invalidity, without affecting the remaining parts of the provision or the remaining provisions of this Agreement.
If feasible, the Parties agree to negotiate any such invalid or unenforceable provision to the extent necessary to render such part valid and enforceable.
The Parties agree that this Agreement shall be governed by, interpreted, and construed in accordance with the laws of the State of Delaware, where applicable and relevant.
In accordance with any disputes being adjudicated in the State of New York, Parties agree to litigate exclusively in the federal or state courts in the city of New York shall have jurisdiction, where applicable and relevant.
The failure of either Party to provide notice of default and/or anticipatory repudiation, and/or insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of the default or of any term or condition of this Agreement.
The Parties agree that neither party shall be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, or labor disputes, embargoes, government orders or any other force majeure event.
The Parties agree this Agreement comprises the complete and exclusive statement of the agreement of the Parties and supersedes all previous statements, representations, and agreements, oral or written, concerning the subject matter hereof. The Parties agree that there are no additional agreements or terms, whether written and/or oral, which may create a conditional precedent and/or conditional subsequent.
The Parties hereby agree that this entire agreement and all terms herein are copyrighted. Without the express written consent of Tunnel and/or its affiliated companies, User is strictly prohibited for copying, and/or cutting and pasting, any section of this agreement for future use.
User and Customer agree that all services provided by Tunnel shall be without any warranties and/or guarantees, regardless whether stated expressly or implied in the agreement.
User and Customer assume all risk associated with the use of Tunnel’s software and/or services.
User and Customer agree to hold Tunnel harmless from any and all liability of every kind and nature, including reasonable legal fees and costs, which Tunnel may incur as a result of Tunnel’s software, and/or the information and content passing through and being broadcast through said Tunnel software. To the extent permitted by law, the total liability of Tunnel, and its suppliers and distributors, for any claims under these terms, including for any implied warranties is limited to the amount you paid us to use the services (or, if we choose, to supplying you the services again).
Tunnel may collect privacy information such as identifiable data to provide better service to users such as cookies, IP addresses and or IMEI. Such Internet identifiable data will be used to program personalized portals and to allow users with ease of use.
All of Tunnel’s services are provided on a pre-paid basis and are non-refundable. Service fee includes a flat monthly fee with certain amount of user licenses. After such licenses are consumed, Customer shall be billed for optional and or additional services, at then applicable tariff as posted on the website. In case where applicable, Tunnel shall debit, or top-up amount of funds as outlined in sign up page from your credit card to keep in advance towards the use. If your credit card has expired or does not allow Tunnel debit funds, your service will be disconnected. It is your responsibility to keep your credit card current on the billing page. All cancellations must be initiated from the portal with one calendar month advance notice to Tunnel. NO REFUNDS OR EXCHANGES OR CANCELLATIONS ARE ALLOWED. If you have any billing or disputes, contact [email protected]. ANY CREDIT CHARGE BACKS BY THE CUSTOMER, COST EXTRA FEES AND SUPPORT, AS SUCH THEY ARE PROHIBITED. IF YOU CHARGE BACK OUR FEES, TUNNEL RESERVES RIGHT TO CANCEL YOUR SERVICE IMMEDIATELY AND YOU THE CUSTOMER/USERS SHALL LOSE ALL ASSOCIATED DATA. FURTHERMORE, TUNNEL MAY NOT ACCEPT YOU OR ANY ASSOCIATED OR AFFILIATED COMPANY YOU REPRESENT INDEFINITELY.
Our Credit Card Processing:
You can shop at www.tunnel.com with confidence as we use
128-bit Secure Sockets Layer (SSL) technology for secure Internet Protocol (IP) transactions.
Industry leading encryption hardware and software methods and security protocols to protect customer information.
We may modify these terms or any additional terms that apply to a service to, for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. We’ll post notice of modified additional terms in the applicable Service. Changes will not apply retroactively and will become effective no sooner than fourteen days after they posted. However, changes addressing new functions for a Service or Changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use.
If do you not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms.
Modified on July 20th, 2019.