Terms of Service

TEXT MESSAGING SERVICE
Upside Wireless is an Incorporated Company located at #1401-1211 Melville St. Vancouver, BC. V6E 0A7, Canada

ACCEPTANCE
When you sign up with our Service, you automatically confirm that you accept all terms in this agreement. You can sign up with Upside irrespective of where you live in the world and your age. Please observe however, that underage persons sometimes need consent from parents. You always act as a private person and only represent yourself.

DESCRIPTION OF SERVICE
Upside supplies you with a set of web and application programming services that allow you send and receive text messages worldwide for commercial, personal or marketing purposes.

In addition, if you opted for our ResellerSMS account for the purpose of offering commercial two-way text messaging communication to mobile devices to your customers you can:

• Create and manage sub-user accounts
• Customize appearance of web pages presented to you and your sub-users
• Run marketing promotions to your sub-users
• Determine pricing plans and charge your sub-users for the messaging service

This is NOT a free service. All messages require a certain number of credits to be processed. All accounts/services require pre-payment before they can be used.

Also, if you have opted for the ResellerSMS service, you will be expected to have an extensive Privacy Policy that is in accordance with governing privacy laws. Please view our Privacy Policy here.

REGISTRATION
When you register, we may ask you to state your address, country of residence, language of choice and some additional data about you and or you personal interests.   If you chose to register your name as part of your email address or elsewhere, you consequently agree to that your name and other information you have provided will be stored and processed in the Upside database. 

QUALITY OF DATA
The information that you state to us when you register must be updated, correct and complete. Please note that accounts with invalid information (for example e-mail account, name or country) may be deleted as our sole discretion, together with all associated information. It is your responsibility to make sure that your information is up-to-date.

We do NOT guarantee that messages you send using our service will be delivered.

SUBSCRIPTION ACCOUNTS
Subscription accounts (including VirtualSMS) enable account holders to send and receive SMS messages at preferential terms. The payment for a subscription is executed monthly on the day the subscriber first joined the program. Subscriptions can be cancelled under the following terms:

1. Subscription privileges stop at the time of cancellation
2. No refunds for subscriptions will be issued under any circumstances
3. Any unused messages expire at the end of subscription

DATA RETENTION
The information you provide is stored for a minimum of one year. If you use our service to process messages are also stored for one year, after which time they may be archived. If you use external applications to process messages (apply business logic that are received/sent), messages will not be stored in our system.

INTEROPERABILITY
The ability to send and receive SMS messages is subject to subscriber contracts, roaming agreements and billing configuration. Due to the nature of the global SMS network the roaming and interoperability status, as well as our ability to deliver your messages to or from any network may change without notice.

USAGE
This account is supplied to you by Upside and must not be used for criminal purposes or in a way that disturbs other users or intrudes on other persons or on their property. You are responsible for ensuring that the information you provide using our services is legal and in accordance with normal morals and the general ethics which apply on the Internet. Consequently, you are not allowed to: encourage a crime or assist anyone who encourages a crime in any way, make or distribute statements which discriminate or emphasize anyone's race, skin colour, sex, religion, ethnic origin or sexual orientation, distribute pornographic pictures or pictures which portray gross violence, force or brutality, make or distribute statements which are offensive or insulting. If you do any of the following your account will be deleted without warning of any kind. 

If using the Service to enable messaging to people other than yourself, user generated traffic is not allowed.

IMPORTANT: Unless your account has an approved Short Code you cannot use the service to send ANY marketing or advertising messages. You cannot use VirtualSMS to send marketing or advertising messages.

API CONNECTIVITY
If your account has API connectivity, you can use the API to initiate sending of text messages that comply with this terms of service. You can have one connection to our service at any time. Attempting to make multiple API connections will suspend your account indefinitely.

SPAM
You can send messages ONLY to people who have explicitly expressed interest to receive messages from you. All other messages are treated as SPAM.

Upside Wireless Inc. will immediately terminate and delete your account if it believes that the account or any of its sub accounts is or has been used for SPAM or unsolicited bulk messaging.  Upside is bound to deliver a valued service and will NOT tolerate SPAM (sending of unsolicited message) of SMS, MMS, EMS or email messages and/or ANY other kind of messages. You, or users of your sub accounts, are NOT permitted to send SPAM. If you do send mass SMS, MMS, EMS or email messages using Upside's services, you MUST comply with the CAN-SPAM, anti-spam legislation laid down by European Union (7(1) of Directive 2000/31/EC, by Articles 6 and 7) or any other anti spam legislation in other jurisdictions. Failure to do so will result in immediate and irrevocable termination of your account. Upside's refund policy for accounts that are suspected of SPAMMING is VOID and NO refunds will be issued.

Please note that neither unsolicited messages nor any other messages that are in breach of US or international laws may be sent via the Service and that any consequences arising from the breach of US or international laws will be born by you. Upside Wireless Inc. does not assume any responsibility for the content of the messages you send via its platform. We hereby underline your responsibility:

The client undertakes that it will not knowingly use Upside's services for any illegal, immoral or improper purpose or in any manner which contravenes the law or regulatory requirements of the appropriate jurisdiction or knowingly in any way which is indecent or offensive or in any way that could be considered as Spamming, and undertakes not to allow any third party to do so. The client explicitly confirms that for each SMS-MT it sends to Mobile Subscribers via Upside services/platforms, the client has the prior consent of the recipient of each message before the message is sent.

Since penalties can be drastic, it is in your best interest to closely obey all laws and regulations.

QUALITY OF SERVICE
You use your account and information from the Internet entirely at your own risk. Upside Wireless Inc. does not take responsibility for: (a) that the service will be without faults or delays, (b) any effects on your life when you use your account or download anything from the Internet or (c) for goods, services or transactions using your account.

CANCELATION
You can request that your account/service be cancelled at any time. For our refund policy see section "REFUND POLICY".

REFUND POLICY
No refunds can be issued under any circumstances.

USE OF THE REMEMBER ME OPTION
THIS IS GENERALLY NOT A SECURE PRACTICE and we suggest you use it ONLY on your personal computer and ONLY if you are THE ONLY person with access to your computer. UNDER NO CIRCUMSTANCES use this option if you are using a computer from an Internet Cafe, a Library or any other public place. Under NO circumstances will Upside be liable for any loss of credits arising from your use of this option.

EQUIPMENT
You must have access to the necessary equipment to use the Internet. You must have access to the Internet and you must pay all costs pertaining to such access.

INACTIVE/DORMAN ACCOUNTS
An account becomes dormant after 90 days if inactivity. All data in the account may be deleted at this time or at any time thereafter. An account becomes inactive after 180 days of inactivity at which time or any time thereafter the account may be deleted. Once deleted an account or data in it cannot be restored.

SYSTEM MAINTENANCE
Upside Wireless Inc. maintains computer equipment and software to ensure the highest level of service. Our scheduled database backup and system upgrade is between 5 and 5:10 PM (GMT-8). It is possible that some or all functions will not be available at this time.

PRIVACY
Your correspondence is your own private property. Upside Wireless Inc. takes no responsibility whatsoever for the content in the correspondence of its members. Nor does it take any responsibility whatsoever for activities that may take place as a consequence of communication via Upside's sites. Upside will not read, change, destroy or forward the contents of your correspondence, unless entitled to do so by this agreement or forced to do so by law, regulation or any extraordinary circumstance. Please read more on our privacy policy here.

INTEGRITY
Protect and change your password often. You are responsible for your account and your password. Upside will not be responsible for any loss you may experience from someone accessing your account.

CLOSURE OF SERVICE
Upside Wireless Inc. may at any time close your account if: (a) you supply misleading information at the time of registration, (b) you do not use (access) your account within a time span of 2 months, if (c) you do not follow the terms stated in this agreement, (d) the use of your account contravenes the law or the conditions in this agreement, (e) there is reasonable suspicion that a crime has been committed, (f) if you do not maintain a valid e-mail address or (g) if there is a suspicion that you used your account to send SPAM. Upside Wireless Inc. may also limit some of the functionality available to you if you do not logon to your account for more than 15 days. Upside Wireless Inc. also retains the right to close Upside text messaging services at any time, temporarily or permanently, in case of force majeure, bankruptcy, liquidation or any other events.

WARRANTY, RESPONSIBILITY FOR FAULTS, ETC.
The services are provided on an -as is- basis with no warranty implied or explicit.

INDEMNIFICATION
You agree to indemnify and hold Upside Wireless Inc., its parents, subsidiaries, affiliates, officers and employees, harmless for any claim, demand, or damage, asserted by any third party due to or arising out of your use of or conduct on the system. The Service is provided without any guarantees explicit or implied.  
Upside Wireless Inc. is not responsible for direct, indirect or other damage suffered by the User or a third party as a result of using the Service, faults in the Service or interruption to or termination of the Service. Upside Wireless Inc. is also not responsible in any way for the content or the delivery of the messages which the User has sent or received via the Services.

COPYRIGHT
COPYRIGHT. This web site, the web site technology and all content from time to time displayed by Upside Wireless Inc.  on the web site (the Web site) are the property of Upside Wireless Inc., Canada. The Web site is protected by Canadian and international law and conventions for the protection of industrial and intellectual property rights. You may not, without expressed permission from Upside Wireless Inc., copy or to the public display the Web site or the Web site in part or parts. You also may not mirror the Web site on your home page. Your use of the Web site does not create a license or any other rights in Upside Wireless Inc.'s trademarks, services, copyrights, or any other intellectual property or proprietary rights.

DISAGREEMENTS
This agreement shall be governed by and construed in accordance with laws of province of British Columbia, Canada. In case of a dispute, you agree to submit yourself to the jurisdiction of courts of British Columbia, Canada.

CHANGES IN THIS AGREEMENT
Upside Wireless Inc. reserves the right to alter the terms of this agreement. By continuing to use this service, you accept the new wording of the membership terms. It is therefore in your interest to keep yourself updated on the membership terms.