Welcome to Senden! By signing up for our services (the “Services”), you (the “Customer”) are affirming your agreement to our Terms of Service (“Terms”), and you are also agreeing to this master service agreement (the “Agreement”) with Senden LLC, (“we”, “our”, “us”, or “Senden”).
The account creator, which is the Customer or is the account creator acting on behalf of the Customer, represents and warrants that they are duly authorized to enter into this Agreement. The Customer confirms that all information provided is complete and accurate. The Agreement becomes effective upon the creation and verification of the Customer’s account.
Senden and the Customer may be collectively referred to as the “Parties” and individually as a “Party” throughout this Agreement.
General
These Terms apply to you, your team, any service providers you work with, as well as your employees, representatives, agents, and suppliers (we'll refer to all of you as "you" or "Company"). By agreeing to these Terms, you're committing to follow them. The Agreement starts on the date you agree to it (the “Effective Date”).
These Terms include any additional terms listed in the table below, any related API documentation, and any policies or guidelines that apply. If there are any conflicts between these, they’re listed in the order of importance.
Existing Agreements and Services
If you’ve already agreed to separate terms with Senden or its affiliates (an "Existing Agreement") for accessing services through a Senden online ordering system, or for using other tools and services, those terms (including pricing) will take priority over these Terms. In other words, your Existing Agreement applies to the services it covers. If a service isn’t included in your Existing Agreement, then these Terms (and any online pricing) will apply to that specific service.
This Agreement covers any services you set up yourself through https://usesenden.com. Senden may also work with its affiliates to carry out its responsibilities and exercise its rights under this Agreement.
Services Provided
Provider agrees to offer Rich Communication Services (RCS) and RCS Business Messaging (RBM) capabilities (collectively, the "Services") specifically for e-commerce businesses with Shopify integration.
"Rich Communication Services" (RCS) refers to an advanced communication protocol that enhances traditional SMS messaging with features like rich media sharing, read receipts, and typing indicators. "RCS Business Messaging" (RBM) is the business-focused application of RCS, allowing commercial entities to engage in interactive, rich messaging with their customers.
The Services include:
Facilitating the transmission of RCS/RBM messages through mobile network operators;
Providing a platform for creating and managing RCS/RBM campaigns;
Integrating with the Customer's Shopify (Shopify is an online platform that helps businesses create and manage their own ecommerce stores and can be located at shopify.com) e-commerce system;
Offering analytics and reporting tools to track message performance;
Providing technical support for the use and implementation of the Services.
Provider will ensure that all Services comply with applicable telecommunications regulations and industry standards, including those set by the GSM Association's Universal Profile for RCS.
The Customer acknowledges that the availability and full functionality of the Services may depend on the compatibility of end-user devices and support from mobile network operators for RCS/RBM technologies.
Subscription and Renewal
By creating an account with Senden, you are agreeing to our subscription services as described below. Senden services operate on a month-to-month basis, with a minimum commitment of one month. After the initial month, the Agreement will automatically renew on a month-to-month basis unless terminated.
If either party wishes to terminate the subscription, written notice must be provided in accordance with the terms of the Notice Section of this Agreement, and the termination will take effect at the end of the current billing cycle. Should the Customer choose to cancel the subscription, they will remain responsible for any charges incurred up until the date of termination, and no refunds will be issued for any unused portion of the service within the billing period.
Senden reserves the right to update subscription terms or pricing with prior notice, and any changes will take effect at the start of the next billing cycle. The Customer may opt to cancel the subscription if they do not agree to the updated terms, provided they give notice in accordance with the Notice Section of this Agreement.
Pricing and Commercial Terms
By using our services, the Customer agrees to the following fees and pricing structure:
Initial Fee: A one-time verified brand agent registration fee of $250.
Brand Agent Definition: For the purposes of this Agreement, a "Brand Agent" (hereinafter referred to as "RCS Business Messaging Agent") is defined as an interactive messaging application that utilizes the Rich Communication Services (RCS) protocol to facilitate communication between the Company and its customers. This agent operates within the native messaging application on users' devices, enabling the transmission of rich media content, such as images and videos, as well as interactive elements like suggested actions and replies. The RCS Business Messaging Agent is responsible for initiating and managing conversations with users based on predefined triggers and criteria, ensuring secure and efficient message delivery. The Company reserves the right to modify, suspend, or terminate the functionalities of any RCS Business Messaging Agent at its sole discretion, with or without notice to the User.
Monthly Fees: The monthly subscription includes a set amount of message credits. Additional messages will be charged at the specified rate.
Trigger Flows: Basic campaigns and the specified number of trigger flows are included in the subscription. Any additional trigger flows will incur a charge of the specified rate per month.
Trigger Flow Definition: For the purposes of this Agreement, a "Trigger Flow" shall be defined as an automated sequence of communications initiated upon the fulfillment of predetermined criteria, as evaluated against Shopify webhook endpoints. Such criteria may include, but are not limited to, specific events or data changes within the Shopify platform. Upon satisfaction of the defined conditions, the system shall transmit a series of pre-configured messages to designated recipients who meet the specified criteria. The implementation of Trigger Flows is contingent upon the proper functioning of Shopify's webhook infrastructure and the accuracy of the data provided therein. The Company reserves the right to modify, suspend, or terminate any Trigger Flow functionality at its sole discretion, with or without notice to the User.
Basic Campaign Definition: For the purposes of this Agreement, a "Basic Campaign" is defined as a fixed series of communications created by the Customer to be sent to specific contacts. These messages are static and do not adapt based on recipient behavior or external factors. The Customer is responsible for defining the content, timing, and recipient list for each message. Basic Message Campaigns do not incorporate real-time data updates or automated triggers, and their content remains constant unless manually modified by the Customer. The Company will facilitate the delivery of these messages as specified by the Customer, in accordance with this Agreement.
Message Definition: For the purposes of this Agreement, a "message" is defined as 1 RCS Business Messaging message sent to 1 contact.
Message Limit Notification: Provider will notify Customer via email when Customer reaches 85% of their message limit. Provider will continue to send messages even after Customer reaches their limit unless Customer specifically instructs Provider to stop. Every message sent over the limit will be charged at the contract rate per 1 message sent to 1 contact.
Trial:
$0/month
Basic flows only
0 message credits
$0.13/message credit
Senden-branded agent profile
Shopify integration
Start sending messages instantly, great for testing
The Customer will pay Senden all applicable fees, taxes, and any other amounts due. The Client agrees to remit payment to the Company through a method to be determined at the Company's discretion. Accepted payment methods may include electronic funds transfer, credit card, or digital payment platforms. The Company reserves the right to modify accepted payment methods at any time.
The Client will be notified of the selected payment method prior to the due date of any invoice. Any fees associated with the chosen payment method shall be the responsibility of the Client. Failure to comply with payment procedures may result in late fees or suspension of services. Fees will be calculated based on the rates and pricing available to the Customer, which Senden may update from time to time. Recurring and one-time fees may be deducted in advance of the applicable service being provided, while non-recurring fees may be deducted after the service is provided.
Payments from the Customer will be deposited in the currency selected during account creation, as supported by Senden. Senden may deduct or offset from the Customer's account balance any amounts due, including fees and taxes. No interest will be earned on any account balance. If the agreement is terminated and Senden cannot reasonably refund the account balance (e.g., due to not receiving relevant bank account information upon request), the Customer forfeits the right to any remaining balance.
Senden may modify fees at its sole discretion upon written notice, which may be provided by email. Notice will be considered given once the email is dispatched from the Senden email server.
Changes to Services and Agreement
We reserve the right to modify or update any of our services, including features, scope, reach, or functionality, at our discretion and with or without notice. Additionally, we may amend the Agreement (or parts of it), and those changes will take effect on the date we specify or after any required notice period, depending on the law.
If there’s ever any confusion about which version of the Agreement applies, the version available on our terms of service webpage will be the one in effect. We may update the terms of service by publishing a revised version on our website, and we’ll let you know when that happens.
If any changes we make to the services or Agreement are significantly detrimental to you, you can terminate the affected order or service by giving us written notice within 30 days of the change becoming effective (or as allowed by law).
Data Ownership, Usage Rights, and Indemnification
The Customer retains full ownership of all shopper data processed through Senden’s platform. For purposes of this Agreement, a “shopper” shall mean any entity or individual that accesses Customer’s ecommerce store through Senden’s platform. The Customer is solely responsible for safeguarding and protecting all shopper information, ensuring compliance with applicable data protection laws and security standards. This includes implementing appropriate measures to prevent unauthorized access, disclosure, or misuse of shopper data.
Senden may access and use this data strictly as necessary to provide the services, including but not limited to performing analytics, generating reports, and improving service functionality. Senden will handle this data in accordance with its privacy and data protection policies.
The Customer agrees to hold Senden harmless and indemnify Senden against any claims, damages, losses, or liabilities arising from the Customer’s failure to properly safeguard shopper information or comply with data protection laws. This includes any breaches or damages caused by the Customer’s handling of shopper data, as well as any third-party claims related to such breaches.
Intellectual Property Rights
Senden retains full ownership of all software, technology, and intellectual property used to deliver the services, including any customizations, modifications, or integrations developed specifically for the Customer. This includes but is not limited to software, source code, algorithms, designs, and technical documentation.
Any customizations, enhancements, or integrations created by Senden for the Customer, whether developed at the Customer’s request or otherwise, remain the sole property of Senden. Senden reserves the right to use, distribute, or incorporate such customizations or integrations for the benefit of other customers or within other service offerings.
The Customer is granted a non-exclusive, non-transferable, revocable license to use the software and any customizations solely for the purposes of utilizing the services provided by Senden, in accordance with the terms of the Agreement. This license does not grant the Customer any ownership rights over the software or any associated intellectual property.
The Customer agrees not to, directly or indirectly, attempt to duplicate, copy, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying technology of the software or any part of Senden’s intellectual property. Any such actions will constitute a breach of this Agreement and may result in immediate termination of services and legal action.
All rights not expressly granted to the Customer under this Agreement are reserved by Senden.
Use of Customer Name and Logo
The Customer grants Senden a non-exclusive, worldwide, royalty-free, and limited license to use the Customer’s company name, logo, and related trademarks (collectively, the "Marks") for the sole purpose of identifying the Customer as a client of Senden in marketing materials, including but not limited to Senden's website, presentations, case studies, social media, and promotional content.
The use of the Customer’s Marks shall be in accordance with any branding guidelines provided by the Customer, and Senden agrees to comply with any reasonable requests from the Customer regarding the proper usage of the Marks. Senden shall not modify the Customer’s Marks in any way without prior written consent.
This license is revocable by the Customer at any time upon written notice to Senden, and Senden agrees to cease using the Customer’s Marks within a reasonable period following receipt of such notice.
Senden agrees that the use of the Customer’s Marks does not create any ownership interest in the Marks for Senden, and all rights, title, and interest in the Marks shall remain the exclusive property of the Customer.
Confidentiality
Both parties agree to maintain the confidentiality of all non-public, proprietary, or sensitive information disclosed by one party to the other (the "Confidential Information"). Confidential Information includes, but is not limited to, any information that is designated as confidential or that a reasonable person would understand to be confidential based on the nature of the information and the circumstances of disclosure.
Each party agrees to the following obligations regarding Confidential Information:
Purpose Limitation: The receiving party will use the Confidential Information solely for the purposes of fulfilling its obligations under this Agreement and will not use it for any other purpose without the prior written consent of the disclosing party.
Standard of Care: The receiving party will protect the Confidential Information using at least the same degree of care it uses to protect its own confidential and proprietary information, but in no event less than a reasonable standard of care.
Restricted Disclosure: The receiving party will not disclose the Confidential Information to any third party without the prior written consent of the disclosing party, except to its employees, contractors, agents, or professional advisors who have a need to know such information for the purposes of this Agreement, provided that such individuals or entities are bound by confidentiality obligations at least as stringent as those in this Agreement.
Notification of Unauthorized Use or Disclosure: The receiving party will promptly notify the disclosing party in writing upon becoming aware of any unauthorized use, access, or disclosure of the Confidential Information, and will cooperate with the disclosing party to mitigate any potential harm resulting from such breach.
Exclusions: Confidential Information does not include information that:
Is or becomes publicly available without breach of this Agreement;
Is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information;
Is disclosed to the receiving party by a third party without breach of any confidentiality obligation; or
Is required to be disclosed by law or regulation, provided that the receiving party gives the disclosing party prompt written notice of such requirement (to the extent permitted by law) and cooperates in any efforts to limit the disclosure.
Return or Destruction of Confidential Information: Upon termination of this Agreement or upon the disclosing party’s written request, the receiving party agrees to promptly return or destroy all copies of the Confidential Information in its possession or control and certify such return or destruction, unless retention of the Confidential Information is required by law.
Duration: The obligations of confidentiality under this Agreement shall survive for a period of [insert time frame, e.g., two (2) years] following the termination or expiration of this Agreement.
Liability and Indemnification
Limitation of Liability: Senden's total liability for any claims arising under or related to this Agreement, whether in contract, tort, or otherwise, shall be limited to the total amount paid by the Customer for the services in the twelve (12) months immediately preceding the claim. In no event shall Senden be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, revenue, or data, even if advised of the possibility of such damages.
Indemnification by Customer: The Customer agrees to indemnify, defend, and hold harmless Senden, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
The Customer’s use or misuse of the services;
Any breach of this Agreement by the Customer, including any violation of applicable laws or regulations;
Any infringement or alleged infringement of third-party intellectual property, privacy, or other rights resulting from the Customer’s data, actions, or content provided through the services.
Exclusions: This limitation of liability and indemnification shall not apply to claims arising from Senden’s gross negligence, willful misconduct, or fraud.
Notice
Method of Delivery: Any notices, requests, consents, claims, demands, waivers, or other communications required or permitted under this Agreement (collectively, "Notices") shall be in writing and shall be delivered via:
Personal delivery,
Certified or registered mail (postage prepaid, return receipt requested),
Overnight courier (with all fees prepaid), or
Email (with confirmation of transmission).
Notice Addresses: Notices must be sent to the following addresses or email addresses, or to any other address that a party may designate in writing in accordance with this section:
For the Provider: [Provider's Company Name] [Street Address] [City, State, Zip Code] [Email Address]
For the Customer: Notices will be sent to the address or email provided by the Customer at the time of account creation or as updated by the Customer through written notification.
Effective Date: A Notice shall be deemed effective:
Upon receipt by the receiving party if delivered in person or by courier,
On the date of delivery if sent by certified or registered mail,
On the date the email is sent (if sent before 5:00 p.m. recipient’s local time on a business day, otherwise on the next business day) with confirmation of successful transmission.
Changes to Notice Information: Either party may change its contact details for the receipt of Notices by providing notice to the other party in accordance with this section.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement, including any questions regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the state and federal courts located in Utah. The Parties hereby consent to the personal jurisdiction of these courts and waive any objections to such venue.
Arbitration and Class Action Waiver
Arbitration Agreement: Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this arbitration agreement, shall be resolved through binding arbitration administered by [Arbitration Organization] under its rules in effect at the time the arbitration is initiated. The arbitration will take place in Utah, and the language of the arbitration shall be English.
Waiver of Class Action:
THE CUSTOMER AGREES THAT ANY DISPUTES OR CLAIMS RELATED TO THIS AGREEMENT WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS PART OF A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE CUSTOMER EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN OR BRING A CLASS ACTION LAWSUIT OR COLLECTIVE ARBITRATION AGAINST THE PROVIDER.
Exceptions to Arbitration: Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction for any claims related to intellectual property rights or breach of confidentiality. Additionally, either party may bring claims in small claims court if the claims fall within the court’s jurisdiction.
Binding Effect: The arbitration decision shall be final and binding on the Parties, and judgment on the arbitration award may be entered in any court having jurisdiction.
Costs: Each party shall bear its own costs and expenses in connection with the arbitration, and the arbitrator shall not have authority to award attorney’s fees or costs unless such award is expressly provided by applicable law.
Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it enforceable. If such modification is not possible, the provision shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect. The invalidity, illegality, or unenforceability of any provision shall not affect the validity and enforceability of any other provisions of this Agreement.
Amendments
The Provider reserves the right to amend or modify this Agreement, including its terms and conditions, from time to time. The Customer is obligated to periodically review the Terms to ensure they understand the most current version of the Agreement.
In the event of any material changes to the Agreement, the Provider will notify the Customer by email or through a notification on the Provider's platform, in accordance with the Notice clause of this Agreement. Such changes will become effective as of the date specified in the notice.
By continuing to use the Provider's services after any amendments or modifications have been made, the Customer acknowledges and agrees to the updated terms. If the Customer does not agree to the revised terms, they must notify the Provider in writing of their intent to terminate the Agreement in accordance with the Notice clause. Failure to do so will be considered acceptance of the updated terms.
Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements or understandings.