Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Canary, Inc. ("Canary," "we," "our," or "us") governing your access to and use of the Canary messaging platform, APIs, documentation, and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Services

Canary provides a messaging API platform that enables developers and businesses to send and receive messages across multiple channels, including:

• SMS and MMS messaging
• Email (transactional and marketing)
• Voice calls and IVR
• WhatsApp Business messaging
• OTP and verification services
• Additional messaging channels as we add them

3. Account Registration

3.1 Account Requirements

To use our Services, you must:

• Be at least 18 years of age
• Provide accurate and complete registration information
• Maintain the security of your account credentials
• Promptly update any changes to your account information
• Accept responsibility for all activities under your account

3.2 Business Verification

For certain features (such as 10DLC SMS, short codes, or high-volume sending), we may require additional business verification, including:

• Business registration documents
• Tax identification numbers
• Use case descriptions and sample messages
• Website verification

4. Acceptable Use Policy

4.1 Permitted Uses

You may use our Services for legitimate business purposes, including:

• Transactional notifications (order confirmations, shipping updates)
• Account alerts and security notifications
• Two-factor authentication and verification
• Customer support communications
• Appointment reminders
• Marketing messages (with proper consent)

4.2 Prohibited Uses

You agree NOT to use our Services to:

• Send spam, unsolicited messages, or messages without proper consent
• Engage in phishing, fraud, or deceptive practices
• Transmit malware, viruses, or harmful code
• Harass, threaten, or abuse any person
• Send content that is illegal, harmful, or violates others' rights
• Violate any applicable laws, including TCPA, CAN-SPAM, GDPR, or carrier policies
• Circumvent rate limits or abuse our infrastructure
• Resell or redistribute our Services without authorization
• Interfere with the integrity or performance of our Services
• Attempt to gain unauthorized access to our systems

4.3 Compliance Requirements

You are responsible for:

• Obtaining and documenting proper consent from message recipients
• Honoring opt-out requests within required timeframes
• Maintaining compliant message content and practices
• Following carrier guidelines and messaging best practices
• Implementing appropriate age verification where required

5. API Usage and Rate Limits

5.1 API Access

We grant you a limited, non-exclusive, non-transferable license to access and use our APIs in accordance with these Terms and our documentation. API keys are confidential and must not be shared.

5.2 Rate Limits

Your API usage is subject to rate limits based on your plan:

Exceeding rate limits may result in throttling, temporary suspension, or additional charges.

5.3 Fair Use

We reserve the right to enforce fair use policies to ensure platform stability and quality of service for all customers.

6. Pricing and Payment

6.1 Pricing

Our Services are offered on a usage-based pricing model. Current pricing is available at canarymsg.dev/pricing. Prices are subject to change with 30 days' notice.

6.2 Billing

• Usage is billed monthly in arrears
• Payment is due within 15 days of invoice date
• We accept major credit cards and ACH transfers (for qualified accounts)
• All fees are non-refundable unless otherwise specified

6.3 Taxes

Prices exclude applicable taxes. You are responsible for all taxes, fees, and surcharges imposed by any government authority.

6.4 Late Payments

Late payments may incur interest at 1.5% per month or the maximum rate permitted by law. We may suspend Services for accounts with outstanding balances exceeding 30 days.

7. Service Level Agreement

7.1 Uptime Commitment

We commit to 99.9% uptime for our API services, measured monthly. This excludes scheduled maintenance (announced 48 hours in advance) and force majeure events.

7.2 Service Credits

If we fail to meet our uptime commitment, you may be eligible for service credits:

• 99.0% - 99.9% uptime: 10% credit
• 95.0% - 99.0% uptime: 25% credit
• Below 95.0% uptime: 50% credit

Credits must be requested within 30 days and are limited to 50% of your monthly bill.

8. Intellectual Property

8.1 Our Intellectual Property

Canary and its licensors retain all rights to the Services, including all software, APIs, documentation, trademarks, and other intellectual property. These Terms do not grant you any ownership rights.

8.2 Your Content

You retain ownership of all content you transmit through our Services. You grant us a limited license to process your content as necessary to provide the Services.

8.3 Feedback

Any feedback, suggestions, or ideas you provide about our Services may be used by us without obligation or compensation to you.

9. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of this agreement, including API keys, pricing details (where applicable), and technical specifications.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, or completely secure. Message delivery is subject to carrier networks and recipient devices, which are outside our control.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANARY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES.

Our total liability for any claims arising from these Terms or your use of the Services shall not exceed the amounts paid by you to Canary in the twelve (12) months preceding the claim.

12. Indemnification

You agree to indemnify and hold harmless Canary and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your content or messages transmitted through the Services
• Any claims by third parties related to your use of the Services

13. Termination

13.1 Termination by You

You may terminate your account at any time by contacting support or through your account settings. You remain responsible for any charges incurred before termination.

13.2 Termination by Us

We may suspend or terminate your access to the Services if:

• You violate these Terms or our Acceptable Use Policy
• Your account has been inactive for 12 months or more
• You fail to pay outstanding fees
• We are required to do so by law
• Continuing service would pose a security risk

13.3 Effect of Termination

Upon termination:

• Your right to use the Services immediately ceases
• We may delete your account data after 30 days
• Provisions that should survive termination will remain in effect

14. Modifications to Terms

We may modify these Terms at any time. We will provide notice of material changes via email or through the Services at least 30 days before they take effect. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising from these Terms or the Services shall be resolved through binding arbitration in San Francisco, California, under the rules of the American Arbitration Association.

16. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and Canary regarding the Services.
• Severability: If any provision is found unenforceable, the remaining provisions will continue in effect.
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: You may not assign these Terms without our written consent. We may assign these Terms freely.

17. Contact Information

For questions about these Terms, please contact us at:

• Email: legal@canarymsg.dev
• Mail: Canary, Inc., San Francisco, CA