Welcome to Nimbus Adcom Private Limited ("Nimbus Adcom," "Company," "we," "our," or "us"). These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "Client," "you," or "your") and Nimbus Adcom governing your access to and use of our website, communication platform, APIs, dashboards, and all related services (collectively, the "Services").
By registering for an account, accessing our platform, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.
Definitions
- "Platform" refers to the Nimbus Adcom CPaaS (Communications Platform as a Service) infrastructure, including web dashboards, APIs, SDKs, and integrations.
- "Services" includes all communication channels offered through the Platform, such as Bulk SMS, WhatsApp Business API, RCS Messaging, Voice (IVR, Outbound, Inbound), OTP Authentication, SMPP, Email-to-SMS, Chatbot, and Conversational AI solutions.
- "Content" refers to any messages, media, templates, data, or materials transmitted, created, or stored through the Services.
- "API Credentials" refers to API keys, tokens, authentication secrets, and other access credentials provided to the User for platform integration.
- "DLT" refers to the Distributed Ledger Technology platform mandated by TRAI for commercial communication registration in India.
Account Registration and Eligibility
- You must be at least 18 years of age and possess the legal authority to enter into a binding agreement to use our Services.
- You must provide accurate, current, and complete registration information, including valid business credentials, and maintain the accuracy of such information throughout your use of the Services.
- You are responsible for maintaining the confidentiality of your account credentials, API keys, and passwords. You agree to notify us immediately of any unauthorized access or use of your account.
- We reserve the right to suspend or terminate accounts that provide false or misleading information, or that fail to meet regulatory compliance requirements.
- One account per legal entity unless expressly authorized by Nimbus Adcom for multi-account enterprise configurations.
Acceptable Use Policy
You agree to use our Services only for lawful purposes and in compliance with all applicable local, national, and international laws. You shall not:
- Send unsolicited commercial communications (spam), phishing messages, or fraudulent content through any channel on our Platform.
- Transmit content that is defamatory, obscene, threatening, harassing, or that promotes hatred, violence, or discrimination.
- Use the Services to distribute malware, viruses, or any harmful software or code.
- Attempt to gain unauthorized access to our systems, other users' accounts, or any connected networks or databases.
- Violate TRAI regulations, DLT compliance requirements, TCPA, GDPR, or any other applicable telecommunication or data protection laws.
- Impersonate any person or entity or misrepresent your affiliation with any person, entity, or organization.
- Use the Services for any purpose that competes directly with Nimbus Adcom or reverse-engineer, decompile, or disassemble any part of the Platform.
- Exceed your subscribed usage limits or engage in activities that degrade Platform performance for other users.
Violation of this Acceptable Use Policy may result in immediate account suspension, service termination, and legal action as deemed appropriate.
Service Level and Availability
- We strive to maintain 99.9% platform uptime. However, we do not guarantee uninterrupted or error-free service. Scheduled maintenance windows will be communicated in advance whenever possible.
- Message delivery depends on carrier network availability, recipient device status, DLT scrubbing processes, and other factors beyond our control. We are not liable for delivery failures caused by third-party networks or regulatory filtering.
- Specific Service Level Agreements (SLAs) may be established through separate enterprise contracts. In the absence of a separate SLA, these Terms govern service expectations.
- We reserve the right to modify, suspend, or discontinue any feature or service with reasonable notice. Critical changes affecting active integrations will be communicated at least 30 days in advance.
Pricing, Billing, and Payments
- Service pricing is based on the plan selected during registration or as agreed in your enterprise contract. Current pricing details are available on our website or upon request from our sales team.
- All fees are quoted in Indian Rupees (INR) unless otherwise specified. Applicable taxes (GST) will be charged in addition to the stated prices.
- Prepaid accounts must maintain sufficient balance for service usage. Services may be automatically suspended when the balance reaches zero. Postpaid accounts are billed monthly with payment due within 15 days of invoice date.
- We reserve the right to revise pricing with 30 days' written notice. Continued use of the Services after a price change constitutes acceptance of the new pricing.
- Refunds are processed on a case-by-case basis in accordance with our Refund Policy. Credits for undelivered messages may be issued in accordance with delivery report verification. No refunds will be issued for messages that were successfully delivered to the carrier network.
- Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
Intellectual Property Rights
- All intellectual property rights in the Platform, Services, APIs, documentation, trademarks, logos, and proprietary technology belong exclusively to Nimbus Adcom Private Limited.
- Your use of the Services does not grant you any ownership or intellectual property rights in the Platform or any part thereof. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Services during the term of your subscription.
- You retain ownership of all Content you transmit through the Platform. By using our Services, you grant us a limited license to process, route, and store your Content solely for the purpose of providing the Services.
- You shall not use Nimbus Adcom's name, logo, or trademarks in any marketing, promotional, or public-facing materials without our prior written consent.
Data Protection and Privacy
- Our collection, use, and protection of your personal data is governed by our Privacy Policy, which forms an integral part of these Terms.
- You are responsible for obtaining all necessary consents from end-users before sending them communications through our Platform and for complying with all applicable data protection laws.
- Where you act as a data controller and we act as a data processor on your behalf, a separate Data Processing Agreement (DPA) may be executed to define roles, responsibilities, and safeguards.
- We implement industry-standard security measures including encryption, access controls, and regular audits. However, you acknowledge that no system is entirely immune from security breaches.
Regulatory Compliance
- Users operating in India must comply with all TRAI (Telecom Regulatory Authority of India) regulations, including mandatory DLT registration for commercial communications, entity registration, header and template approval, and consent management.
- You are solely responsible for obtaining and maintaining all necessary licenses, permissions, and registrations required by applicable laws for using our communication Services in your jurisdiction.
- Nimbus Adcom reserves the right to block or filter messages that do not comply with regulatory requirements, without prior notice or liability.
- For international messaging, you must comply with the telecommunication laws and regulations of both the originating and destination countries.
API Usage and Integration
- API access is provided subject to rate limits, usage quotas, and fair use policies as defined in your service plan. Excessive API calls that threaten platform stability may be throttled or temporarily blocked.
- API Credentials are confidential and must not be shared, published, or embedded in client-side code. You are liable for all activity conducted using your API credentials.
- We may update, modify, or deprecate APIs with reasonable notice. We will provide migration support and documentation for breaking changes with a minimum of 60 days' notice.
- Integration code, webhooks, and custom implementations built using our APIs are your responsibility. We provide documentation and technical support but are not liable for errors in your integration code.
Limitation of Liability
- To the maximum extent permitted by applicable law, Nimbus Adcom shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, business opportunities, or goodwill, arising from or related to your use of the Services.
- Our total aggregate liability for any claims arising under these Terms shall not exceed the total fees paid by you to Nimbus Adcom during the 12-month period immediately preceding the event giving rise to the claim.
- We are not liable for service interruptions, message delivery failures, or data loss caused by force majeure events, third-party carrier issues, government actions, cyberattacks, or circumstances beyond our reasonable control.
- You agree to indemnify and hold harmless Nimbus Adcom, its directors, officers, employees, and agents from any claims, damages, losses, or expenses arising from your use of the Services, your violation of these Terms, or your violation of any applicable law or regulation.
Termination
- Either party may terminate the service agreement by providing 30 days' written notice to the other party.
- We may immediately suspend or terminate your account without notice if you breach these Terms, engage in fraudulent or illegal activity, fail to make timely payments, or if continued service poses a risk to our Platform or other users.
- Upon termination, your access to the Platform will be revoked, and any remaining prepaid balance (excluding non-refundable setup fees) will be refunded within 45 business days after deducting any outstanding dues, in accordance with our Refund Policy.
- You may request export of your data (usage logs, contact lists, templates) within 30 days of termination. After this period, your data will be permanently deleted in accordance with our data retention policies.
- Sections relating to intellectual property, limitation of liability, indemnification, and governing law shall survive termination of these Terms.
Confidentiality
Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the course of the business relationship. Confidential information includes, but is not limited to, pricing details, API specifications, business strategies, client data, and technical documentation. This obligation of confidentiality survives termination of these Terms for a period of 3 years.
Dispute Resolution
- Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation between the parties within 30 days of written notice of the dispute.
- If the dispute cannot be resolved through negotiation, it shall be referred to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted in English, and the seat of arbitration shall be Ahmedabad, Gujarat, India.
- The courts of Ahmedabad, Gujarat, India shall have exclusive jurisdiction over any legal proceedings arising from or related to these Terms.
Governing Law
These Terms shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law provisions. All matters relating to telecommunications shall additionally be subject to the rules and regulations of TRAI, DoT, and other relevant regulatory authorities.
Modifications to These Terms
We reserve the right to modify or update these Terms at any time. Material changes will be communicated through email notification, platform dashboard announcements, or by posting the updated Terms on our website with a revised "Last Updated" date. Your continued use of the Services following the publication of changes constitutes your acceptance of the revised Terms. If you do not agree with the modified Terms, you must discontinue use of the Services and close your account.
Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
Entire Agreement
These Terms, together with our Privacy Policy and any separate enterprise agreements or service orders, constitute the entire agreement between you and Nimbus Adcom regarding the use of the Services. These Terms supersede all prior agreements, understandings, representations, and warranties, whether written or oral, relating to the subject matter herein.
Contact Us
If you have any questions or concerns about these Terms and Conditions, please contact us: