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Please read these Terms of Use (this “Agreement”) fully and carefully before using the Site and Services (as described in Section 1 below). This Agreement sets forth the legally-binding terms and conditions for your use of the Site and Services. BY REGISTERING FOR AND/OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES REFERENCED HEREIN, EACH OF WHICH IS INCORPORATED HEREIN BY THIS REFERENCE AND EACH OF WHICH MAY BE UPDATED FROM TIME TO TIME AS SET FORTH BELOW, TO THE EXCLUSION OF ALL OTHER TERMS. You may not use the Services if you do not unconditionally accept this Agreement. If you are accepting on behalf of an organization, you represent and warrant that you have the authority to do so; however, if your organization has entered into a separate contract with Atom Tel covering its use of the Services, then that contract shall govern instead.

​ EXCEPT FOR CERTAIN TYPES OF DISPUTES DEFINED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND ATOM TEL SHALL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

​ In this Agreement, “Customer” shall refer to you, unless you are accepting on behalf of a company in which case “Customer” shall mean that organization; and “Atom” or “Atom Tel” shall refer to Atom Tel Pty Ltd, a company incorporated in Sydney, Australia with a principal place of business at Level 2, 213 Miller Street, North Sydney NSW 2060, Australia. Atom and Customer are each referred to in this Agreement as a “Party” and collectively as the “Parties.” In consideration of the terms and covenants set forth herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows.

1. Atom Tel’s Services.

Atom offers a variety of communication-enabling services (“Services”) described at http://atomtel.com (the “Site”), which include its APIs, software, code snippets, documentation, technical support, the Site itself, and the features, functionality, and connectivity provided through Atom’s proprietary platform. This Agreement governs the Parties’ respective obligations regarding all Services provided to or used by Customer.

a. Additional Terms and Policies.

Atom may update the foregoing additional terms and policies from time to time by posting a notice on the Site or by sending Customer notice through the Services.

This Agreement incorporates the following additional terms, policies and agreements:

1. Privacy Policy, atomtel.com/privacy-policy (“Privacy Policy”)
2. Acceptable Use Policy, atomtel.com/acceptable-use-policy (“AUP”)
3. Supplemental Terms for Certain Atom Services, atomtel.com/supplemental-terms (“Supplemental Terms”)

b. Changes.

Changes in the industry, carrier and other partner requirements, applicable law and regulations may require Atom to make changes to the Services from time to time. It is Customer’s responsibility to ensure that its usage is compatible with the then-current Services. Atom endeavors to maintain backward compatibility, but where it cannot, it will make commercially reasonable efforts to provide at least 60 days’ notice prior to implementing changes that do not maintain backward compatibility. Atom may in its reasonable discretion suspend or discontinue any of the Services or component thereof at any time by posting a notice on the Site or by sending Customer notice through the Services, or by another appropriate means of electronic communication.

c. Telephone Numbers.

Customer acknowledges and agrees that its use of the Services or any of the telephone numbers that Atom may provide in connection with use of the Services do not grant Customer any ownership or other rights in the telephone number other than the limited, revocable use rights expressly set forth in this Agreement. Customer does not have the right to use those telephone numbers indefinitely. Customer acknowledges and agrees that telephone numbers which Atom provisions may be reclaimed by Atom or the applicable supplier from time to time during the Term, and may be re-assigned to other customers after the Term. Atom reserves the right to reclaim any phone number from Customer’s Account if Customer does not send sufficient traffic over that phone number such that the phone number is unutilized or underutilized, as defined by any local, federal, and/or national regulatory agency and/or governmental organization with oversight over the relevant phone number and numbering plan. If Atom seeks to reclaim a phone number from Customer’s Account, excluding suspended, terminated, and trial accounts, Atom will provide at least two (2) weeks’ advance notice via email where possible within commercial reason, except where Atom is prevented from doing so by the applicable regulatory agency or governmental organization. Atom also reserves the right to reclaim phone numbers from accounts suspended for failure to pay and/or suspended for suspected fraud. Customer may not transfer or assign the telephone numbers Atom provides to Customer unless otherwise mutually agreed by the Parties in writing.

2. Customer Account.

To access and use certain Services, Customer must create an account (“Account”) on the Site. Customer shall provide accurate, complete, and current Account information and, as applicable, timely update the same. Customer is solely responsible for the activity that occurs on its Account (which includes its sub-accounts), including via the Customer Application (as defined below), and for keeping its Account password secure. Atom will not be liable for losses caused by any unauthorized use of the Account. Customer represents and warrants that it is duly authorized to do business and use the Services in all jurisdictions in which Customer operates. Customer must notify Atom promptly of any change in Customer’s eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or any known unauthorized use of Customer’s Account. Upon termination of this Agreement, Customer may delete its Account by emailing support@atomtelecom.com.au. Notwithstanding deletion of Customer’s Account, Atom may retain Customer data as reasonably necessary for compliance with applicable law.

3. Fees and Payment

a. Paid Services.

Customer agrees to pay for its use of the Services as set forth on the pricing page on the Site, as may be updated from time to time, except and only to the extent Customer has entered a separate written agreement or addendum with Atom for special pricing on certain Services and/or country-specific pricing, or Atom has otherwise conveyed special pricing in writing to Customer. Atom reserves the right to change pricing from time to time. Customer’s continued use of the Services after a price change becomes effective constitutes Customer’s agreement to pay the changed amount.

b. Prepayment.

Except as set forth in the next sub-section, Customer shall pay in advance for the Services in the currency specified by Atom, without the right of set-off, deductions, or counterclaim. Some of the Services may accept recurring period charges as agreed to by Customer on the Site. By choosing such auto-reload payment plan, Customer acknowledges that such Services have a recurring payment feature and Customer accepts responsibility for all recurring charges prior to cancellation. ATOM MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, UNTIL CUSTOMER PROVIDES PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY ATOM) THAT CUSTOMER HAS TERMINATED THIS AUTHORIZATION OR WISHES TO CHANGE ITS PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE ATOM REASONABLY COULD ACT. CUSTOMER MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR ITS BILLING ACCOUNT. IF CUSTOMER HAS REQUESTED AUTO-RELOAD PAYMENTS, CUSTOMER MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP ITS BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND CUSTOMER MUST PROMPTLY NOTIFY ATOM OR ITS PAYMENT PROCESSOR IF CUSTOMER’S PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF CUSTOMER BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF CUSTOMER’S USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE IN THE ACCOUNT DASHBOARD. IF CUSTOMER FAILS TO PROVIDE ANY OF THE FOREGOING INFORMATION, CUSTOMER AGREES THAT ATOM MAY CONTINUE CHARGING CUSTOMER FOR ANY USE OF PAID SERVICES UNDER THE BILLING ACCOUNT UNLESS CUSTOMER HAS CANCELLED AUTO-RELOAD OR TERMINATED ITS PAID SERVICES AS SET FORTH ABOVE. Customer may change its payment method or terminate any auto-reload authorization via the Account dashboard.

c. Post-payment.

Where authorized by Atom in writing, Atom will invoice Customer for the Services monthly in arrears for call charges and in advanced for number rental, and payment shall be due 30 days following the date of invoice, without deduction. Invoices may be sent to the e-mail address specified in Customer’s Account, and shall be deemed received on the date sent. Customer shall pay interest on past due amounts at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less, and shall be responsible for all costs of collection. If Customer disputes any invoiced charges exceeding USD$ 1,000 in a detailed writing provided to Atom, and such disputes are reasonable and made in good faith (as reasonably determined by Atom), then (i) the Parties shall discuss and attempt to resolve the dispute in good faith in a timely manner, and (ii) Customer may withhold the disputed portion of the invoice exceeding USD$ 1,000 if Customer has paid the undisputed portion of the invoice in accordance with the Agreement, until the dispute is resolved. Customer’s credit shall be limited to the amount indicated by Atom from time-to-time in connection with Customer’s Account.

d. Taxes.

Unless otherwise provided on the pricing page on the Site, all charges and fees for the Services are exclusive of any country, province, federal, state or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments and withholdings (“Taxes”). Customer will be solely liable for and will pay upon demand all Taxes associated with Customer’s access to and use of the Services and shall not deduct any such amounts, or any other withholdings, set-offs or deductions, from amounts Customer owes Atom, but will not be responsible for taxes based on Atom’s net income. Customer may present Atom with an exemption certificate eliminating Customer’s and Atom’s liability to pay certain Taxes. Once Atom has received and approved the exemption certificate, Customer shall be exempt from those Taxes on a going-forward basis. If, a taxing jurisdiction determines that Customer is not exempt from Taxes and assesses those taxes, Customer shall pay those Taxes to Atom, plus any applicable interest or penalties. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE ATOM REASONABLY COULD ACT.

e. Billing Disputes.

Billing disputes must be initiated within 30 days of the date the Service was provided, by contacting Atom at billing@atomtel.com. Upon expiration of such 30-day period, Customer will not be entitled to dispute any fees paid or payable to Atom. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt Customer from timely paying any undisputed amounts owed. Any disputes that cannot be resolved in accordance with the foregoing shall be handled in accordance with Section 13 below. Other than in accordance with the foregoing, fees paid are non-refundable.

4. License

Subject to Customer’s compliance with this Agreement, Atom hereby grants Customer a limited, revocable, personal, non-exclusive, non-transferable, non-sublicenseable license until this Agreement or Customer’s Account is terminated (the “Term”) to (i) use the documentation and APIs Atom makes available to Customer to create an original application that interfaces with the Services (“Customer Application”), and (ii) make the Services available to Customer’s end users (“End Users”) through the Customer Application. The foregoing license shall extend to Customer Affiliates, provided that such Customer Affiliates are acting via Customer’s Account and provided further that Customer remains jointly and severally liable for all acts and omissions of its Affiliates. An “Affiliate,” with respect to a Party, means any entity that controls, is controlled by, or is under common control with that Party.

5. Restrictions.

Customer shall not, and shall ensure that its End Users and Affiliates do not, and shall not authorize, assist or enable any other third party to:

a. Transfer, resell, lease, license, or otherwise make available the Services to third parties, except for Customer’s use of the Services to provide its Customer Application to third parties as set forth in Section 4;

b. Use the Services in any manner that violates the AUP;

c. Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such reverse-engineering restrictions;

d. Alter, modify, translate, or otherwise create derivative works of any part of the Services, except as may be authorized by specific licensing terms accompanying certain software or software development kits; or

e. Use the Services in connection with any call types that would result in Atom incurring originating access charges, local exchange carrier “DIP” fees or other call types that may be subject to any reverse billing process, application or charge.

6. Intellectual Property.

a. Customer’s Application and Application Content.

As between Customer and Atom, Customer owns and reserves all right, title and interest in Customer Applications, and any content originally transmitted by Customer or its End Users via the Customer Applications (“Application Content”). Customer authorizes Atom to use the Application Content to provide the Services and perform in accordance with this Agreement.

b. Suggestions.

Customer’s suggested improvements to and feedback regarding the Services are not Confidential Information (as defined below), and Customer grants to Atom an unrestricted, irrevocable, fully paid-up, and non-exclusive right to use such suggestions and feedback for any purpose.

c. Atom Services and Atom Content.

Atom owns and reserves all right, title and interest in and to the Services and all improvements, modifications and derivative works thereof. Other than the Customer Application and Application Content, all content made available through the Site or the Services (collectively, “Atom Content”) are as between Customer and Atom owned by Atom.

d. Publicity.

Except as explicitly granted herein, neither Party is granted a license or other right (express, implied or otherwise) to use any trademarks, copyrights, service marks, logos, trade names, patents, trade secrets or other form of intellectual property of the other Party or its Affiliates without the express prior written authorization of the other Party. Customer will not issue any press release or other public statement relating to this Agreement, except as may be required by law or agreed by Atom in a writing signed by an authorized representative of Atom’s Management Team. Atom may identify Customer using its name, trademarks and/or logos in its marketing collateral, presentations and websites.

e. Notices and Restrictions.

The Services may contain Atom Content specifically provided by Atom, Atom’s partners, Atom’s customers, or other third parties that is subject to and protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws under Australia and other laws and international conventions. Customer shall abide by and maintain all copyright notices, information, and restrictions contained in any Atom Content accessed through the Services.

7. Confidentiality.

a. Confidential Information.

“Confidential Information” means any non-public information or data, regardless of whether it is in tangible form, disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. “Confidential Information” does not include any information which: (i) is publicly available through no fault of receiving Party, (ii) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party, (iii) was properly disclosed to receiving Party, without restriction, by another person without violation of disclosing Party’s rights, or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement (and for Atom to provide the Services) and it will not disclose such information to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder or for Atom to provide the Services or make other disclosures identified in the Privacy Policy. Each Party agrees to exercise due care in protecting the other Party’s Confidential Information from unauthorized use and disclosure. Each Party may also disclose the Confidential Information of the other Party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors who have a need to know and are bound to keep such information confidential consistent with the terms of this Section. In addition, Atom may disclose this Agreement under a comparable non-disclosure agreement in response to a third-party due diligence request supporting a financing or non-ordinary course of business corporate transaction. Either Party may disclose the Confidential Information of the other as required by law, legal process or court order; provided that, subject to applicable law, it promptly notifies the other Party of such required disclosure in order to allow the other Party to seek a protective order or other appropriate remedy.

8. Indemnification.

a. Customer Indemnification.

Customer agrees to defend, indemnify and hold harmless Ato, its Affiliates, suppliers, and partners, and each of their respective employees, contractors, directors, officers and representatives, from and against any damages, liabilities, claims, demands, obligations, losses, fines, penalties, and expenses (including reasonable attorney’s fees) (collectively, “Losses”) incurred in connection with claims made or brought by a third party arising from or relating to: (i) unauthorized or prohibited use of the Services, including violations of the AUP or applicable law, by Customer, its Affiliates or its or their End Users, employees, agents or subcontractors; (ii) Application Content, (iii) claims by End Users to the extent they purport to extend Atom’s liability or obligations beyond the limitations and disclaimers set forth in this Agreement, or (iv) gross negligence or willful misconduct of Customer, its Affiliates or its or their employees, agents or subcontractors.

b. Procedure.

Atom shall notify Customer promptly after Atom learns of the existence of an indemnifiable claim hereunder; provided, however, that failure to give such notice shall only affect the rights of Atom to the extent that Customer is prejudiced. Atom shall not admit any liability whatsoever. Customer shall be entitled to take sole control of the defense and investigation of the indemnifiable claim at its own expense, by providing prompt written notice to Atom, subject to Atom’s approval of Customer’s counsel, such approval not to be unreasonably withheld or delayed. Atom shall cooperate in all reasonable respects with Customer and its attorneys in the defense of the claim (including by making available books, records, and personnel), and may reasonably participate at its own expense, through its attorneys or otherwise, provided that such participation does not interfere with Customer’s defense. All settlements of indemnifiable claims under this Section shall: (i) be entered into only with Atom’s consent if such settlement requires any admission of guilt or imposes any restriction on Atom; and (ii) include an appropriate confidentiality agreement prohibiting disclosure of the terms of such settlement.

9. Warranties and Disclaimers.

a. Representations.

Atom represents and warrants to Customer that it (i) has the corporate power and authority to enter into this Agreement and perform its obligations hereunder, and (ii) is authorized to do business and provide the Services.

b. Assumption of Risk.

Atom has no special relationship with or fiduciary duty to Customer. Customer acknowledges and agrees that Atom has no control over and has no duty to take any action regarding and shall have no liability for acts, faults or omissions of any third party telecommunications systems, networks or operators (including, without limitation, suspension or termination of Atom’s connections, or faults in or failures of their apparatus or network), in the jurisdictions in which it operates.

c. DISCLAIMER.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH ABOVE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ATOM CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY (E.G., AS TO LATENCY AND THROUGHPUT), AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. ATOM, AND ATOM’S SUPPLIERS, PARTNERS AND LICENSORS, AND EACH OF ATOM’S AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DO NOT WARRANT (AND HEREBY EXPRESSLY DISCLAIM ALL WANRRANTIES) THAT: (I) THE SERVICES (OR ANY MOBILE OPERATORS) WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED, (III) ANY CONTENT OR SOFTWARE AVAILABLE ON OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (IV) THE CONTENT ON THE SITES OR SERVICES (OR ANY THIRD PARTY SITES OR SERVICES LINKED THERETO) IS ACCURATE, ERROR-FREE, APPROPRIATE, COMPLIANT, OR COMPLETE, OR (V) THE RESULTS OF USING THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. CUSTOMER’S USE OF THE SERVICES IS SOLELY AT CUSTOMER’S OWN RISK. ATOM DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT OF, COMMUNICATION BY, OR PRODUCT OR SERVICE ADVERTISED OR OFFERED BY, A THIRD PARTY THROUGH THE SERVICES, AND ATOM WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND THIRD PARTIES.

d. Reservation of Rights.

Atom reserves the right, but is not obligated, to monitor and audit Customer’s use of the Services for any reason or no reason, without notice, to ensure Customer’s compliance with this Agreement. Atom reserves the right, but is not obligated, to reject, refuse to transmit or post, block, or remove any posting (including Application Content), or to restrict, suspend or terminate Customer’s access to all or any part of the Services at any time if Customer has violated the AUP or this Agreement or to prevent harm to Atom’s business or reputation. Atom also reserves the right to access, read, preserve, and disclose any information that Atom reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental or agency request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Atom, its customers, its customers’ end users, and/or the public. Customer agrees to provide Atom with any information Atom reasonably requests to investigate and resolve problems relating to Customer’s Account.

e. No Emergency Services.

Atom’s Services are not intended for and may not be used (i) in connection with 911, E911, or other emergency, public safety or similar services (“Emergency Services”), or (ii) as a replacement for any primary phone services (e.g., landline or mobile phones) used to contact Emergency Services. Customer acknowledges that Atom and Atom’s suppliers have no responsibility to connect any 911 calls to any Public Safety Answering Point.

f. Beta Services.

Certain Services may be designated or offered as a “beta” version (“Beta Version”) of a Service, which may or may not be released as a full commercial service in the future. Customer is not required to use any Beta Version and does so at its sole risk. Except as otherwise indicated under separate terms and conditions that may apply to such Beta Version, Atom shall not charge for such Beta Version, but reserves the right to charge for subsequent versions of the Beta Version, including any potential commercial releases. Customer acknowledges and agrees that the Beta Version may contain, in Atom’s sole discretion, more or fewer features or different licensing terms than a subsequent commercial release version of the Beta Version. Atom reserves the right not to release later commercial release versions of the Beta Version. Without limiting any disclaimer of warranty or other limitation stated in this Agreement (or any separate terms and conditions that would otherwise be applicable to such Beta Versions), Customer agrees that Beta Versions are not considered by Atom to be suitable for commercial use, and that may contain errors affecting their proper operation. CUSTOMER ACKNOWLEDGES AND AGREES THAT USE OF ANY BETA VERSION MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT CUSTOMER’S USE OF ANY SERVICES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ATOM SPECIFICALLY DISCLAIMS ALL DAMAGES RESULTING FROM CUSTOMER’S USE OF ANY BETA VERSION. The fact and existence of any Beta Version shall be deemed to be Atom Confidential Information under this Agreement. The Support Policy shall not apply to Beta Versions.

g. Deletion of Customer Data.

Except as agreed by Atom and Customer in writing, Atom may periodically delete Customer’s data including any Application Content. Further, data storage is not guaranteed by Atom and Atom shall not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that Customer may incur relating to the loss or deletion of Customer’s data.

10. Suspensions and Terminations.

a. Termination for Convenience.

Customer may terminate its use of the Services any time for any reason, and may close its Account by following the instructions on the Site or by contacting Atom at support@atomtelecom.com.au. Atom may terminate this Agreement by providing 60 days’ advance notice to Customer.

b. Suspension of Services.

Termination for Cause. Atom may suspend Customer’s right to use the Services or terminate this Agreement in its entirety (and, accordingly, Customer’s right to use the Service), for cause: (A) if Customer is in breach of this Agreement and has failed to cure such breach within 30 days after written notice thereof, or (B) immediately (i) if Customer has violated or Atom has reason to believe Customer has violated or has encouraged others to violate any provision of the AUP, (ii) upon Customer’s liquidation, commencement of dissolution proceedings, disposal of Customer’s assets, failure to continue Customer’s business in the ordinary course, assignment for the benefit of creditors, or if Customer becomes the subject of a voluntary or involuntary bankruptcy or similar proceeding, or (iii) if Customer is in default of any payment obligation with respect to any of the Services or if any payment mechanism Customer has provided to Atom is invalid or charges are refused for such payment mechanism.

c. Effect of Suspension.

Upon Atom’s suspension of Customer’s use of or access to any Services, in whole or in part, for any reason: (i) fees will continue to accrue for any Services that are still in use by Customer, notwithstanding the suspension, (ii) Customer remains liable for all fees, charges and any other obligations Customer has (or Customer’s Account has) incurred through the date of suspension with respect to the Services, and (iii) all of Customer’s rights with respect to the Services will be terminated during the period of the suspension.

d. Effect of Termination and Survival.

Upon termination of this Agreement, for any reason: (i) Customer remains liable for all fees, charges and any other obligations accrued and owed by Customer through the effective date of such termination, (ii) except as expressly set forth herein, all of Customer’s rights and licenses under this Agreement will immediately terminate and Customer shall cease using the Services, and (iii) any balance on Customer’s Account remaining after termination of this Agreement will be repaid to Customer within twenty (20) business days following termination. All amounts accrued or owed to Atom in connection with this Agreement and Sections 3, 5, 6, 7, 8; 9(b)-(e); 10; 11; 12; 13 and 14 shall survive any termination of this Agreement. Following any suspension or termination of this Agreement or Customer’s Account other than for breach, Customer may request any post-termination assistance that Atom may elect to make generally available with respect to the Services such as data retrieval arrangements, subject to and conditioned upon Customer’s advance payment of fees and acceptance of all terms and conditions that Atom specifies in writing with respect thereto.

11. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ATOM OR ATOM’S PARTNERS, SUPPLIERS, LICENSORS, OR CONTENT PROVIDERS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE UNDER ANY CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, LOST PROFITS, GOODWILL, REVENUE, INCOME OR BUSINESS, DATA LOSS, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS OR SERVICES (HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); (II) ANY LIABILITY THAT EXCEEDS THE GREATER OF 50,000 EUR OR THE AMOUNT OF FEES ACTUALLY PAID TO ATOM IN THE 6MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (III) USE OF OR INABILITY TO USE THE SERVICES IN CONNECTION WITH EMERGENCY SERVICES.

12. Governing Law and Venue.

This Agreement shall be governed by and construed in accordance with the laws of Australia, in which case without reference to its principles of conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable hereto. Without limiting the preceding language, Customer agrees to submit, for purposes of this Agreement, to the jurisdiction and venue of (x) the courts of Australia. CUSTOMER AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR SERVICES OR ATOM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

13. Arbitration and Dispute Resolution.

a. Management Resolution.

In the event either Party has a dispute or claim against the other Party (except with respect to billing disputes), the disputing Party shall provide written notice to the other Party. The Parties agree to escalate disputes to their respective management, who will use commercially reasonable efforts to resolve the dispute by consulting with each other in good faith to reach an equitable resolution satisfactory to both Parties within 30 calendar days of the receipt of notice. Neither Party shall pursue or commence proceedings regarding the dispute in any court, administrative arbitral or other adjudicative body prior to engaging in such consultations and negotiations.

b. Binding Arbitration.

If negotiations fail to resolve the dispute within 30 calendar days, and/or small claims court is not a valid option due to the size or nature of the claim, all disputed claims (except for claims relating to intellectual property rights, indemnity, or confidentiality obligations, fraudulent or unauthorized use, theft, or piracy of service, or matters relating to injunctions or other equitable relief) must be resolved by binding arbitration before a single arbitrator, in the English language. This agreement to arbitrate is intended to be given the broadest possible meaning under applicable law. The initiation of an arbitration dispute shall not otherwise prevent Atom or Customer from terminating Services in accordance with the Agreement.

c. Location and Procedure.

A Party who intends to seek arbitration must first send to the other Party a written notice of dispute, which must describe the nature and basis of the dispute and set forth the specific relief sought. The location of mediation will be in New South Wales, Australia and in accordance with the rules then in effect of the Australian Commercial Disputes Centre (“ACDC”). The mediation shall be conducted in accordance with the ACDC Guidelines for Commercial Mediation which are operating at the time the matter is referred to the ACDC. The guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved. The terms of the Guidelines are hereby deemed incorporated into this Agreement.

d. Jury Trial and Class Action Waiver.

Each Party waives its right to a trial by jury for claims subject to mediation hereunder. The mediator may award relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party's individual claim. The mediator may not award special, indirect, punitive, incidental or consequential damages. CUSTOMER MAY BRING CLAIMS AGAINST ATOM ONLY IN CUSTOMER’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING AND CUSTOMER EXPRESSLY WAIVES ITS RIGHT TO BRING A CLASS ACTION SUIT. The mediator may not consolidate more than one person's or entity's claims, and may not otherwise preside over any form of a representative or class proceeding.

e. Equitable Relief.

Notwithstanding the foregoing, each Party shall be entitled to enforce its intellectual property rights and seek equitable relief in any court of competent jurisdiction at any time.

14. Miscellaneous.

a. Entire Agreement;

This Agreement constitutes the entire agreement between Customer and Atom with respect to the Site and Services, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Atom with respect thereto. The section and paragraph headings in this Agreement are for convenience of reference only and shall not affect their interpretation. No oral or written information or advice given by Atom or its employees and other representatives will create any obligations or warranty on behalf of Atom unless otherwise agreed in a writing signed by an authorized Atom representative. Any purchase orders, confirmations, payment documentation, or other terms provided by Customer, even if signed by the Parties after the date hereof, shall have no force or effect. In the event that the Parties have executed versions of this Agreement drafted in more than one language, the English language version shall govern and prevail.

b. Modifications/Waivers.

Except as expressly provided elsewhere in this Agreement, this Agreement may not be changed or modified, nor may any provisions hereof be waived, nor may any consent or confirmation be considered to have been given, except by an agreement in writing signed by the Party against whom enforcement of the change or modification is asserted, and any such modification, change, waiver, consent or confirmation on Atom’s behalf may only be given by an authorized signatory of Atom. The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

c. Severability.

If any provision of this Agreement, or any part of such provision, is found to be unenforceable or invalid, that provision will be (to the minimum extent necessary) replaced by a valid and enforceable provision the effect of which comes as close as possible to the intended economic effect of the unenforceable or invalid provision, so that this Agreement will otherwise remain in full force and effect and enforceable.

d. Force Majeure.

Neither Party is liable for any failure of performance (other than for delay or performance in the payment of money due and payable hereunder) to the extent such failure is due to any cause or causes beyond such Party’s reasonable control, including acts of God, fire, explosion, vandalism, cable cut, adverse weather conditions, governmental action, acts of terrorism, strikes and similar labor difficulties, war, sabotage, outages of third party connections, utilities, or telecommunications networks, including, without limitation, carrier-related problems or issues, internet-access issues, denial of service attacks, shortage or unavailability of supplies, and other mechanical, electronic or communications failures or degradation. Either Party’s invocation of this clause will not relieve Customer of its obligation to pay for any Services actually provided or permit Customer to terminate any Services except as expressly provided herein.

e. Notices.

Customer hereby authorizes Atom to send notices to Customer relating to this Agreement (e.g., Service updates, notices of breach and/or suspension) via email to the email address Customer provides to Atom in Customer’s Account, in addition to the other means and methods set forth in this Agreement. It is Customer’s responsibility to keep Customer’s email address current, and Customer will be deemed to have received any email sent to the last known email address Atom has on record for Customer. Notices that Atom sends to Customer via email will be deemed effective upon Atom’s sending of the email. Notices provided to Atom under this Agreement shall be sent to the attention of Customer’s account manager, with a copy sent to the following address with respect to any legal matters, at:

Atom Tel Pty Ltd
Level 2, 213 Miller Street
North Sydney NSW 2060, Australia
Attn: Legal Department
legal@atomtelecom.com.au

Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent via next day delivery by recognized overnight delivery service.

f. Relationship of the Parties.

The relationship of the Parties shall not be that of partners, agents or joint venturers for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between the Parties for any purpose. Atom and Customer shall be independent Parties and shall discharge their contractual obligations at their own risk subject to the terms of this Agreement.

g. Assignment.

This Agreement inures to and is binding upon the Parties’ successors and permitted assignees. Customer shall not assign this Agreement without Atom’s prior written consent.

h. Export Controls.

By using the Services, Customer represents and warrants that (i) its use of the Services will not violate any embargoes, sanctions, trade restrictions or similar restrictions issued by any applicable governmental entity, and (ii) Customer, its Affiliates, and its End Users have not been designated by any applicable government or any government agency as a prohibited or restricted party under any trade restrictions, export laws or the like. Customer also will not use the Site or Services for any purpose prohibited by applicable law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Customer may not use, export, re-export, import, or transfer any technology or data related to the Services except as authorized by both this Agreement and all applicable laws, rules and regulations.

i. Government Terms.

If Customer (or its End Users) is an agency, department or other entity of any government, then any use, modification, duplication, reproduction, release, performance, display, transfer or disclosure of the Services and accompanying documentation shall be governed solely by this Agreement. Any other use shall be prohibited and no other rights are granted.

15. Terms Applicable to EU Residents.

The terms and conditions in this Section shall apply only to Customers who reside in the European Union, and notwithstanding anything else contained in this Agreement.

a. Customer shall ensure that Atom is enabled to use all Customer data (including Application Content) necessary to provide the Services.

b. The primary characteristics of the Services will remain available to Customer during the term of this Agreement.

c. For Customers who reside in Germany, and notwithstanding anything to the contrary herein, in general, warranty rights with regards to the Services are ruled by statutory law. However, liability without fault for initial defects is excluded. The liability with fault remains unchanged. In assessing whether or not Atom is in fault Customer acknowledges that software cannot actually be without defect. Deficiencies can be cured at Atom’s discretion either by rectification or replacement delivery. Customer is only entitled to a termination according to statutory law due to the failure to grant use in accordance with the Agreement if Atom has been given sufficient opportunity to rectify the deficiency and such attempt has failed. Atom does not warrant internet access for Customer, especially the availability or volume of internet access. Customer is solely responsible for its access to the internet until the point where Services are handed over by Atom.

d. Notwithstanding Section 3(d), Customer will have a reasonable period from the date of any charge to dispute such charge.

e. As to non-German Customers who reside in the EU, notwithstanding Section 11, the following shall apply in relation to the limitation of liability:

1. The Parties shall only be fully liable for intent and gross negligence as well as damages caused by injury to life, body or health;
2. In an event of slight negligence, the Parties shall be liable only for breaches of a material contractual obligation (cardinal duty). A “cardinal duty” in the sense of this provision is an obligation whose fulfillment makes the processing of this Agreement possible in the first place and on the fulfillment of which the other Party may therefore generally rely;
3. In any of the above mentioned cases, the Parties shall not be liable for any lack of commercial success, lost profits and indirect damages;
4. Liability in accordance with the above clauses shall be limited to the typical, foreseeable damages: and
5. Except where otherwise stated in this Agreement, the Parties shall not be liable for any loss or damage or any costs, expenses or other claims including without limitation loss of profit, business, revenue, goodwill or anticipated savings, loss of any data or information and/or special or indirect loss or consequential loss or otherwise which arise out of or in connection with this Agreement.

f. As to German Customers, notwithstanding Section 11, the following shall apply in relation to the limitation of liability:

1. The liability of Atom is unlimited for damages arising out of death, injury to body or health based on a breach conducted by a legal representative or designated agent of Atom, as well as for damages that arise from the lack of a guaranteed characteristic or in case of fraudulent intent;
2. The liability of Atom is unlimited for damages caused by Atom, a legal representative, or designated agent by intent or gross negligence;
3. In case of a slight negligent breach of a contractual core duty Atom shall, except in the cases pursuant to (i) and (iv), only be liable to the amount of the typically foreseeable damage. Contractual core duties abstractly are such duties whose accomplishment enables proper fulfilment of the contract in the first place and whose accomplishment a contractual party regularly may rely on;
4. Liability pursuant to the German Product Liability Act remains unaffected;
5. The limitation period for claims for damages shall be one (1) year, except in the case of (i), (ii) and (iv) above, where the statutory statute of limitations shall apply.
6. Insofar as telecommunication services are affected, Atom shall, except in cases pursuant (i) and (iv) above, in cases of slight negligent breach of a contract only be liable for an amount that does not exceed EUR 12,500 vis-à-vis Customer and vis-à-vis all damaged parties an amount that does not exceed EUR 10,000,000 per damaging event. If, in the latter case, the compensation exceeds the said maximum amount payable to several parties due to the same event, the compensation shall be reduced in proportion to the ratio between the total claims for damages and the upper limit.

16. Terms Applicable to Customers Based in the People’s Republic of China.

The terms and conditions in this Section shall apply only to Customers whose principal place of business is in the People’s Republic of China, and notwithstanding anything else contained in this Agreement.

a. The last two sentences of Section 12 shall not apply.

b. Notwithstanding Section 13(c), the location of arbitration shall be in Shanghai, by the Shanghai International Arbitration Center (SHIAC) according to its applicable arbitration rules. The last four sentences of Section 13(c) shall not apply.

c. Atom or its Affiliates may send Customer commercial information (including but not limited to notices, surveys, products alert, communications and other marketing materials or promotional offers) based on Customer’s personal data provided to Atom, including but not limited to communication via physical mail, email, SMS, MMS and or telephone call. Customer may opt out of receiving such commercial information at any time by notification to privacy@atomtelecom.com.au

This Acceptable Use Policy (“AUP”) governs your use of the Atom Services. Capitalized terms used and not otherwise defined herein shall have the corresponding meaning set forth in the Terms of Use, or other similar written services agreement between you and Atom.​

You agree that you, your End Users and your Affiliates will not, and will not authorize, assist or enable any third party to, engage in any of the following:

1. Violating any applicable law or regulation, whether local, state, federal, or foreign.
2. Violating standards, policies or applicable guidelines published by the Cellular Telecommunications Industry Association, the Canadian Wireless Telecommunications Association, or other generally-recognized industry associations; or other telecommunications or service provider requirements as communicated to you in writing by Atom.
3. Damaging, interfering with, overburdening, or otherwise adversely impacting the availability, reliability, or stability of the Services or third-party systems or networks relating to the Services.
4. Attempting to circumvent or break any security mechanism on any of the Services, or using the Services in any manner that poses a security or other risk to Atom, Atom’s vendors, any user of the Services, or any customer of any of the foregoing.
5. Benchmarking, tampering with, unauthorized testing, reverse-engineering, decompiling, or otherwise using the Services in order to discover limitations or vulnerabilities, or evade filtering capabilities.
6. Engaging in fraudulent, deceptive, inaccurate, or misleading activity with respect to third parties (including impersonation of identity or identifiers such as phone numbers or email addresses) or otherwise bypassing legitimate identification systems.
7. Using the Services to harvest or otherwise collect information about individuals, including email addresses or phone numbers, without their explicit consent or under false pretenses.
8. Engaging in spamming, or other unsolicited, unwanted, or harassing advertising, marketing or other activities, including any activities that violate anti-spamming, data protection, or privacy laws and regulations such as the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, the Telephone Consumer Fraud & Abuse Prevention Act, the Children’s Online Privacy Protection Act, or the Do-Not-Call Implementation Act.
9. Offering or purporting to offer any services that allow a user to connect with emergency services personnel or public safety answering points such as 911, E911 services, or local equivalents.
10. Using free MO (inbound) SMS Service in an unbalanced volume relative to MT (outbound) SMS Service, as reasonably determined by Atom.
11. Sending a substantial amount of voice traffic, as reasonably determined by Atom, only to specific regions or number ranges within a country in a manner that would cause Atom to incur material costs beyond those incurred by Atom when sending similar quantities of voice traffic equally spread across all regions and number ranges within such country.
12. Using long virtual numbers or voice numbers to receive messages for the purposes of identity verification, bulk messaging, automated messaging, messages using automated dialing, pre-recorded messaging, and the like.
13. Reselling, sublicensing, renting or timesharing the Services or any portion of the Services without Atom’s express, specific prior written consent. Any permitted resale is conditioned upon your obtaining, maintaining, and providing to Atom upon request, reasonable Know Your Customer information in compliance with applicable law for each of your direct and indirect customers using the Services, and may not be extended to anonymous users. Without limiting the foregoing, you must maintain the following information for each of your users using the Services: name, verified telephone number, verified e-mail address, method of payment, payment information, and IP address.
14. Forwarding from a virtual number to a dead endpoint (i.e., if you forward from a virtual number, you must make a reasonable attempt to receive or answer the message or call, as applicable).
15. Using the Services in any manner that results in charges to Atom by third parties, such as originating access charges, dip charges, collect calls, calls made to NPA-976-XXX or 900-XXX-XXXX numbers, or any other number or service where the calling party is billed for the call by the calling party’s provider on behalf of the terminating provider or its customer; or otherwise calling or sending messages to premium number ranges without Atom’s prior written consent in each instance.
16. Artificially inflating traffic (e.g., generating traffic that has been artificially increased to boost the revenue of an entity or network without offering any real benefit to the originator of the call), including inducement of third-party inbound calls or calls to toll-free numbers without a legitimate business purpose.
17. Bundling, aggregating or otherwise combining in any way any messages originating from any other telephone number, or engaging in group messaging; each number shall only be used for messages originating and terminating to such single, unique telephone number.
18. Using the Services in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, or other devices or systems in which malfunction of the Services would result in foreseeable risk of injury or death of the operator of the device or system, or to others.
19. Having a high volume of unanswered phone calls or phone calls (including text-to-speech communications) that are too short in duration (i.e., phone calls generally less than twelve (12) seconds in length).
20. Failing to obtain any legally required consent from those third parties (or, where required, their parents, representatives, or guardians) for the collection, use, and disclosure of the third parties’ personal data as described in the Privacy Policy.
21. To the extent that you use the Services to record or monitor calls or other communications, failing to comply with all applicable laws related thereto, including securing any required prior consents.
22. Engaging in activities or, uploading, downloading, submitting, transmitting, distributing or facilitating the distribution of, any information that contains “inappropriate content” in connection with the Services. Inappropriate content includes, but is not limited to, content that:
    
    
    1. May be considered libelous, slanderous, defamatory, threatening, sexually explicit, vulgar, profane, obscene, offensive, abusive, malicious or otherwise harmful to any person or entity, constitutes or promotes “hate speech” or is otherwise discriminatory based on race, sex, creed, religion, nationality, disability, sexual orientation, language, or age.
    2. Contains or transmits viruses, Trojan horses, worms or any other malicious, harmful, or deleterious programs or similar destructive programming routines.
    3. Promotes, markets or otherwise relates to illegal activities or terrorism.
    4. Infringes on, misappropriates, or violates any intellectual property rights or other rights of third parties, including but not limited to trademark, copyright, patent, trade secrets, rights of publicity, and rights of privacy.
    5. Constitutes or relates to “adult services” or content of an adult nature, including, without limitation, content that contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Nexmo in its sole discretion.
    6. Comprises or promotes alcohol, firearms, or tobacco content, except where appropriate age-gating functionality has been implemented and such content is otherwise legal in the applicable jurisdiction.
    7. Contains sensitive financial or identification information or documents.
    8. Contains “protected health information” as defined by the Health Insurance Portability and Accountability Act of 1996 as amended, except to the extent you have entered into, and are in compliance with, an active Business Associate Agreement with Atom or your use of the Services fits within the “conduit” or other applicable exception to requiring a Business Associate Agreement.

Certain of Atom's Services are subject to additional terms and conditions, as provided in the links below:-

• SMS Service
• E-Sign Consent

Terms for Atom Tel's smsZy

This Service Schedule is subject to the terms and conditions of the Wholesale Services Agreement (‘Agreement’) between the parties and when signed by both parties incorporated into and forms part of the Agreement in this Service Schedule, unless the context otherwise requires:

‘Service’ means the service described in this Service Schedule and any related equipment or other goods and services Atom supplies to the Customer in connection with the Service. Other terms have meanings given to them in clause 18 of the Agreement.

Description of the Service

Mobile Messaging Service – an application-to-person (‘A2P’) short messaging services (‘SMS’) originating from any application and intended to be terminated to a mobile subscriber’s handset.

Interconnection Method

The Service will include HTTP standards conversion to enable termination of such Mobile Terminating A2P SNS traffic. Services routed to Atom shall be terminated through Atom’s direct termination relationship(s) with MNO’s or other third parties.

Atom shall not be responsible for SMS delivery failures due to any active screening, and/or blocking of SMS traffic by A2P SMS destinations.

Service Pricing

The pricing for services is listed within the Atom Tel smsZy portal. Atom reserves the right to update its prices when required and the updated prices will be accessible within the Atom Tel smsZy portal and will be in effect immediately. In the event that any such Regulatory Fees are determined to be applicable on the Services as a result of any assessment, determination, judgement, and/or change in law, Atom shall include such regulatory fees as a line item on the applicable invoice by providing Customer with ten (10) business days prior written notice that such fee will go into effect.

​ All charges are charged in advanced and the Customer can perform a top-up of their account on the Atom Tel smsZy portal using a credit card.

Unsolicited and Fraudulent Traffic

Customer will not use any Services for any illegal, immoral or improper purpose or in any manner which contravenes applicable laws and codes, regulatory requirements of the appropriate jurisdiction or A2P SMS Destination requirements as they exist and as they change over time and will not to allow any third party to do so. Customer, Affiliates, Customers and Customer of Customers shall under no circumstances send any unsolicited traffic to Atom’s platform and shall at all times make necessary arrangements to prevent such traffic from reaching Atom’s platform. Should unsolicited traffic nonetheless be sent by the Customer to the Atom platform, the following actions shall be taken:

1. The party detecting that unsolicited traffic has been sent shall immediately contact the other party informing that unsolicited traffic has been sent.
2. The parties shall immediately initiate efforts to work in good faith and exchange information (with timestamp, content, destination number and originator) in order to determine the source of the unsolicited traffic as soon as possible after the incident.

Customer shall be liable to pay any fines or penalties levied by a government or regulatory body on Atom as a result of unsolicited or illegal SMS traffic sent by Customer to Atom.

​ If there is any violation of this clause, Atom reserves the right to immediately suspend (i.e. temporarily stop providing the Service) or terminate this Service Addendum.

Caller Line Identification (CLI)

The Customer must provide the CLI of the A-party to Atom on all SMS. The Customer acknowledges and agrees that:

• If the User does not bar CLI in respect to SMS transiting by the Service, when a SMS is made using the Service, the relevant telephone number may be sent automatically to the equipment of the called party;
• If a party send an SMS and has barred their CLI from SMS made from their equipment, the telephone number of the sending party may be displayed on the screen of the handset which receives the SMS, if the handset is technically capable of displaying CLI; and
• Where a party sending an SMS has chosen to bar CLI then, if the Customer requests, Atom will pass the CLI of the calling party to the Customer via the Service, and the Customer must comply with its obligations under the Telecommunications Act 1997 (Cth) to bar the CLI prior to terminating the call to the User.
• For SMS sent outside of Australia, Atom is unable to guarantee that the original CLI used to sent will be displayed on the screen of the handset which receives the SMS, as different countries have different interpretation of how CLI's are passed through.

The Customer agrees to indemnify Atom for any loss, cost, damage, expense or liability that arises from failure by the Customer to comply with the requirements of this clause.

Acknowledgements

The Customer acknowledges that:

• The Atom network is not necessarily a secure and confidential method of communication and the Customer transmits material on the Atom Network at the Customer’s own risk;
• Atom does not and is not able in any way to supervise, edit or control the nature, content and form of any material available to be accessed through use of the Services and that Atom is not responsible in any way for the nature, content and form of that material, access to that material or use of that material;
• Atom will not be responsible for ensuring that any material sent or received by means of the Services is sent or received correctly; and
• To the full extent of the law permits, Atom makes no representation or warranty as to the effectiveness or fitness for purpose of any access restrictions, their network security or the Customer’s network security. The Customer must make no claim against Atom concerning any access restrictions, Atom’s network security or the Customer’s network security.

E-Sign Consent

Important Notice: In order to create an @voice Account, (used herein, as “Account”), as defined in the our Terms of Use, AtomTel must provide certain disclosures required by the Australian Communications and Media Authority (ACMA). AtomTel can only provide these disclosures and other information electronically if the applicant consents.

1. Definitions

In this E-Sign Consent, the following definitions apply: “I” and “me” mean the person who is applying to establish an @voice Account. “You” means AtomTel and any person, company, bank or financial institution that is an assignee of AtomTel’s rights.

2. Consumer Consent

By checking the “I agree to have the Terms and Conditions presented electronically,” which I hereby adopt as my electronic signature, I affirmatively consent and agree that:

• You can provide all disclosures required by law and other information about my legal rights and duties to me electronically.
• My electronic signature on agreements and documents has the same effect as if I signed them in ink.

You can send all communications, billing statements and disclosures, including, but not limited to, this AtomTel E-Sign Consent, our Privacy Policy, Service Schedules and all tax statements and documents (collectively defined as “Disclosures”) to me electronically (1) via email, (2) by access to a web site that you designate in an e-mail notice you send to me at the time the information is available, or (3) to the extent permissible by law, by access to a web site that you generally designate in advance for such purpose.

3. What I Will Need

I understand that in order to access and retain the electronic Disclosures I will need the following:

• A computer with an Internet connection.
• A current web browser that includes 128-bit encryption. Minimum recommended browser standards are Microsoft Internet Explorer version 8.0 and above (see www.microsoft.com/ie for current version), Mozilla Firefox current version (see www.mozilla.com for current version), Apple Safari current version (see www.apple.com/safari for current version), or Opera current version (see www.opera.com for current version). The browser must have cookies enabled.
• A valid email address.
• Sufficient storage space to save past Disclosures and/or an installed printer to print them.
• If I use a spam filter that blocks or re-routes emails from senders not listed in my email address book, I must add info@atomtel.com to my email address book.

4. Requesting Paper Documents and Withdrawing Consent

I understand that I may request paper copies of the Disclosures within 180 days of the date of the Disclosure, and that you will provide them to me by mail at no charge. I understand that I have the right to receive these Disclosures in paper form. I can request paper copies and/or withdraw consent by contacting you at:

AtomTel Pty Ltd
Customer Support — Legal
Level 2, 213 Miller Street
North Sydney NSW 2060, Australia

Any withdrawal of my consent to receive electronic Disclosures will be effective only after you have a reasonable period of time to process my withdrawal. I understand and agree that if I withdraw my consent to receive electronic Disclosures you may – though you are not obligated to – cancel my Account.

5. Updating Email Address

I can change my email address by signing into my Account at any time. I can also do this by contacting you at:

AtomTel Pty Ltd
Customer Support — Legal
Level 2, 213 Miller Street
North Sydney NSW 2060, Australia

6. Legal Effect

By consenting, I agree that electronic Disclosures have the same meaning and effect as if you provided paper Disclosures to me. When you send me an email or other electronic notification alerting me that the Disclosure is available electronically and you do in fact make it available online, that shall have the same meaning and effect as if you provided a paper Disclosure to me, whether or not I choose to view the Disclosure, unless I had previously withdrawn my consent to receive Disclosures electronically. I understand and agree that Disclosures are considered received by me within 24 hours of the time posted to your website, or within 24 hours of the time emailed to me unless you receive notice that the email was not delivered.

7. General

I understand and agree that you reserve the right to cancel this electronic Disclosure service, change the terms of use of this service or send Disclosures in paper form at any time. I understand and agree that you are responsible for sending notice of the Disclosures to me electronically including at the email address I have provided, but are not responsible for any delay or failure in my receipt of the email notices.

We take the protection of your information seriously and we’re committed to protecting your privacy at all times when on our website. We’d like to share with you the principles that govern our privacy practices.

Information Collected

When you request additional information or register for services, Atom will ask you to provide basic contact information. When you purchase services online, we request billing information. Any payment information supplied is not stored by Atom and is instead processed and kept securely by our payment processor. Atom uses common Internet technologies, such as cookies and Web beacons, to keep track of interactions with Atom's websites and emails.

Use of Information

Atom uses information collected to provide you with the services you request. Atom may use information collected to provide you with additional information about our services, partners, promotions, and events. We may use information collected to improve the Company’s websites and services. Atom does not share, sell, rent, or trade personally identifiable information with third parties for their promotional purposes. We may share information collected with other companies that work on our behalf.

Communications Preferences

Atom sends billing information, product information, service updates and regular customer newsletters to registered Users via email. Every marketing email from us contains instructions on how to opt out of receiving further marketing emails from the Company.

Customer Data

Atom Tel will not review, share, distribute, or reference any such Customer Data except as may be required by law. Individual records of Customer Data may be viewed or accessed only for the purpose of resolving a problem, support issues, or suspected violation of the Atom Terms of Use or as may be required by law.