/ Title: Terms and Conditions Sort: 8 /
Terms and Conditions
Ideabiz is an online digital enablement “API Ecosystem” (the “Platform”) provided by Dialog Axiata PLC (Dialog), that acts as a platform through which business entities create applications (the “Service(s)”) using the given “API” toolkits or perform other functionalities provided by the Platform such as publishing “API”s or any other service made available through the Platform for use by other users within or outside the organization. As such for the purpose of these Terms of Service;
You being the party (being a company or an individual) who will agree to these Terms of Service, shall perform one or more of the functions morefully set out below:
use the “API”s enabled through the Platform; and / or
publish “API”s; and / or
build sub platforms
shall hereinafter be referred to as “You” / “Your” ;
Whereas an “API” consumer may use a single or multiple number of “API”s exposed through the Platform;
Whereas an “API” publisher would be an entity which would expose its services as “API”s or platforms or via any other means enabled by the Platform;
as such it is understood that You can act as either a consumer or a publisher or as both.
the party/ies which will use the Services(s) created by You via the Platform shall hereinafter be referred to as the “End User/s”
By using the Platform, You agree to be bound by the following terms and conditions (the "Terms of Service").
Dialog shall not be responsible or liable for any breaches of third party agreements by any Service/s developed or published by You.
Dialog reserves the right to change these Terms of Service in any way and at any time at its sole discretion. It is Your responsibility to review the Terms of Service from time to time so that You are aware of any changes or updates. Dialog may inform You of such change via electronic means as soon as practicable.
Any new features that augment or enhance the current Platform shall also be subject to the Terms of Service.
Continued use of the Platform after any such changes shall constitute that You have consented to such changes.
Please read these Terms of Service diligently and carefully.
Violation of any of the Terms of Service may result in the termination of Your account. To the extent practicable, Dialog may inform You of such change via electronic means prior to such termination. However, You accede that immediate termination without prior notice cannot be ruled out depending on the severity of the violation committed.
Dialog prohibits inappropriate, obscene, offensive and illegal conduct and content while using its Platform. This includes both conduct and content while using its Platform and conduct and content in any product resulting from use of the Platform. In using the Platform, You understand and agree that Dialog is not responsible for the content posted, shared or produced using the Platform. You agree to use the Platform at Your own risk.
You agree that :
A. You must be a permitted and lawfully registered entity in your relevant territory, authorized to effect the relevant functions herein and the same shall be in line with the permitted Laws of Sri Lanka.
B. In addition to these Terms of Service, You will sign a legal contract with Dialog with regard to the applicable financial considerations and other solution related matters.
C. You must provide valid information for the registration process in order to access the Platform.
D. You are responsible for maintaining the security of Your account and passwords created by Your staff .
E. You are solely responsible for any and all use of Your account and actions taken under Your account. You agree to notify Dialog immediately if You suspect or believe that Your account has been accessed or used without Your permission. You will also be responsible for the maintenance of any devices used in conjunction with Your account. You agree to notify Dialog immediately if You believe Your device(s) may have been stolen or is otherwise being used by a third party without Your permission. Dialog cannot and will not be liable for any loss or damage emanating from Your failure to comply with security obligations herein.
F. You are responsible for all material You produce using the Platform and all activity that occurs under Your account (even when content is posted by others who have access to Your account).
G. You are responsible for all material You produce using the Platform and all activity that occurs under Your account (even when content is posted by others who have access to Your account).
H. You shall confine to the App description provided at the time of submission of the App for approval and shall inform Dialog of any changes effected to the description of the App.
I. You shall immediately inform in writing to Dialog in the event of any changes to software developer, integration partner engaged by You, the beneficiaries of the App, your contact persons or other key stakeholders.
J. You shall not use content with malicious intent or falsify, manipulate, or tamper with data related to but not limited to Service/s usage, downloads, sessions, impressions, click trough or other End-User generated data. You shall not use any Dialog subscriber numbers, personal data (Ex. Names, locations etc.) and shall not misuse any of the data obtained for any other purpose than for the purpose of the services enabled to you via the Platform as envisaged herein.
K. You shall not use any unlicensed software for the developments of Your Service or as a component of Your Service; and any Service or content developed by You shall not violate any third party intellectual property rights. Any legal liability associated with Your applications / Services shall be Your sole responsibility.
L. You agree that all branding/trademarks essentially require applicable licenses or permission for usage and You agree that fulfilling all such requisites shall be Your sole responsibility.
M. You must not use other services names or Dialog names for your Services or as keywords.
N. You understand and agree that Dialog holds the right to review and approve any content or Service, and any content or Service will be made available in the Platform only upon prior approval by Dialog, provided, nothing herein shall limit Your responsibility with respect to the Service. You understand and agree that Dialog may take a minimum of 3 working days for the approval of Your registration or Service from the submission date. However depending on the complexity this minimum time period may vary.
O. You agree that Dialog shall not generate any short message or distribute any content among its subscribers or Your End Users between 22:00 hours to 06:00 hours Sri Lankan Time or any other time decided by Dialog.
P. You shall ensure that You, and the Integration partner together will test the service end to end, upon integration. Resources for testing the service would not be provided by Dialog. If You are using a separate entity to carry out testing of the service, You shall provide such details to Dialog.
Q. Once You have tested the service, it is required to submit the app details to Dialog’s Technical and Operations contact, for an integration test prior to the service being launched. Upon Dialog’s confirmation that the service is ready to launch You may launch and promote the service as per given guidelines. Dialog shall not be responsible for end user complaints, or the accuracy of the logs of testing attempts, erroneous charges, carried out prior to the completion of the Integration test by Dialog.
R. System planned downtimes, and any other malfunctions noted by the platform will be notified to the technical contact provided by You.
S. You understand and agree that the maintenance of the Service shall be Your responsibility and Dialog may withhold or refuse to make any payment hereunder, if Dialog acting reasonably, in its sole discretion determines that You have not maintained the Service to Dialog’s expected standards.
T. Dialog shall terminate the agreement herein in the event You fail to resolve any error, malfunction, non-compliance and / or failure to achieve Dialog standards within a period of 3 days since first being informed of such error, malfunction and / or act of non-compliance.
Ownership and Licenses
A. With the exception of Your Content (as defined below) and Your source codes including any platforms and services (if any), all content and intellectual property provided by Dialog’s platform, including, without limitation, all software code and builds relating to the Platform, all data compiled by Dialog from the Platform and all information derived by Dialog from such compiled data is the proprietary content and property of, and is solely owned provided by, Dialog and/or is used by Dialog under license. Such information and content is protected by laws relating to copyright, patent, trade secret and/or other forms of intellectual property and by other applicable laws, and Dialog reserves and retains all rights with respect thereto. The look and feel of the Platform and its services is copyright of Dialog. Dialog hereby grants to You a non-exclusive, non-transferable, revocable, limited license to use the Platform and the content conditioned upon Your adherence to the terms and restrictions set forth herein.
B. You shall not duplicate, copy, or reuse any portion of the “HTML/CSS” or visual design elements related to the content delivered by Dialog’s platform without express written permission from Dialog or for any other purpose not protected by fair use. You are authorized to use the content as long as You abide by these Terms of Service. You agree not to copy, alter, modify, reverse engineer, or create derivative works of Dialog’s platform based content, including, without limitation, the Services, in any way that violates the use restrictions contained in these Terms of Service. Any unauthorized use of Dialog’s platform based content may violate copyright law, trade mark law, or other applicable laws and regulations and will result in the termination of the license granted hereunder. Except as expressly set forth in these Terms of Service, these Terms of Service do not, and will not be interpreted or construed to, grant to You any license to any intellectual property rights or other proprietary rights.
C. Subject to the rights of Dialog in the Platform itself and the content, You shall retain ownership of: (i) all materials, sub platforms or equipment, source code, content and intellectual property that You provide to Dialog in connection with the Services; and (ii) any modules that You build on Your own in connection with such Services (collectively, the “Your Content”)..
D. By using the Platform, You represent and warrant that You have full right and ownership of or are otherwise legally allowed to use or license or sublicense any and all Your Content and other material You upload or distribute through the Platform and that Your Content does not infringe any third party rights, including, without limitation, intellectual property rights.
E. If the materials You use in connection with the Service requires licensing or licensing fees in exchange for its use, You shall be solely responsible for securing and paying for all digital delivery licenses, mechanical licenses, any public performance licenses, synchronization licenses and any other licenses from all copyright owners (or their agents).
The name and mark IDEAMART IDEABIZ or DIALOG or DIALOG AXIATA and any other logos, graphics, designs, web/page designs, and icons of Dialog used in connection with the Platform are registered or unregistered trademarks, service marks or trade dress of Dialog (the "Marks"). You shall not use the Marks in any form or in any media without the prior written consent of Dialog. You shall retain all rights, title and interest in and to all of Your logos, promotional graphics and related marketing designs (collectively, “Your Art”); provided, however, that You hereby grant to Dialog a worldwide, perpetual, royalty-free, fully sublicenseable, non-exclusive license to use Your Art, as well as Your corporate and/or trade name for purposes of marketing Dialog’s products and services to third parties. Dialog shall inform You of such use via electronic means.
Your End Users
If applicable, You shall clearly communicate the price charged for the use of the Service and the nature and method of using the Services and the frequency of messages passed to the End Users in all advertising material used to publicise the Service and in all confirmation messages provided to the End User at the time of initial subscriptions.
You at all times will respect the privacy of the End User and agree not to use the mobile numbers and private data of End Users for any spamming purposes or other illegal or harmful causes.
You will at all times ensure that You will not spam Dialog’s wider customer base to promote Your services or as means of recruitment without Dialog’s consent.
You agree not to send “SMS”/s to End Users without the consent of the End User and You agree that consent for each respective service shall be separately obtained from each End User as applicable.
Payments and Refund Terms
A. Dialog in a separate agreement will indicate the pricing and charges for use of the Platform discussed in this Terms of Service sheet.
B. If applicable, the fee chargeable from the End Users for the use of a Service shall be indicated by You to the End User. You shall be responsible for communicating and obtaining the consent of the End User for the fees charged from the End Users for using such Service at the time of first registration of each End User.
C. All payments and charges to be made shall be in Sri Lanka Rupees (SLR)
D. System logs related to API usage for invoicing Dialog, and/or invoices drawn to You, would be sent via email to Operations contact provided by You. You shall immediately notify Dialog if there are any changes required to the invoice process or to the contacts provided by You.
E. Where appropriate and legally required, all taxes applicable under the respective agreement on any payments made shall be borne or paid by the party charged with the tax.
F. Where any payment made hereunder is subject to withholding tax, Dialog shall make the necessary payments hereunder after deducting withholding tax thereon, and furnish necessary certificates as proof of deduction. Provided however, where a direction is issued by the Commissioner General of Inland Revenue on the request of the Developer and a copy of same is provided to Dialog, Dialog shall follow the instructions contained in the said direction at the time of deduction of withholding tax.
Modifications to the Platform and Prices
A. Dialog reserves the right at any time and from time to time to modify or discontinue—temporarily or permanently —the service (or any part thereof) provided by the Platform After providing 45 days’ notice to You electronically.
B. Prices of all services pertaining to the Platform, including but not limited to any monthly subscription-plan fees, are subject to change at any time. Such changes will be notified 1 month prior to all concerned parties as and when such event occurs.
C. Dialog shall not be liable to You or to any third party for any modification, price change, suspension or discontinuance of the Service or any other related services exposed to the Platform by any other third party including “API”’s or sub-platforms provided by such parties.
D. From time to time, Dialog may issue an update to the Platform that may add, modify, and/or remove features. These updates may be pushed out automatically with little or no notice, although Dialog may notify You in advance of an upcoming update, including details on what the update includes.
Deactivation and Termination
A. Dialog may deactivate Your account at Your request. Dialog may terminate Your account with ten (10) days’ notice in the event of any material breach in respect of the Terms of Service herein followed by Your failure to remedy such breach within thirty (30) days of written notification of same effected by Dialog specifying the breach thereto. Such termination of service will result in the deactivation or termination of Your account and holding of payments in case of refunding affected parties. You will no longer be able to access Your account and any of Your Content stored in the Platform in relation to the account
B. You are solely responsible for properly deactivating Your account. Account deactivation requests must be submitted in writing to email@example.com. Deactivations by phone or sent to any other email address will not be considered valid.
Notwithstanding anything provided herein, Dialog has the right to suspend or terminate Your account at any time it deems fit and refuse any and all current or future use of the Platform or that of any other service provided by Dialog, without notice for any reason whatsoever and without any refund of monies paid.
D. Dialog reserves the right to refuse services pertaining to the Platform to anyone for any reason at any time. Such refusal may include, but is not limited to, Services involving materials that Dialog determines to be violent, obscene, or offensive; to advocate violent or illegal activity; to contain (or have the potential to contain) any malware; or to contravene any law, statute, or ordinance; or to violate these Terms of Service; or to violate any third party’s terms of service.
The privacy of End Users is important to Dialog and You shall keep all and any information of the End Users of the Service and the content / Your Content in strict confidence and shall not disclose same unless required by a court of law or government authority with competent jurisdiction.
You shall keep customer / user mobile numbers provided by Dialog in strict confidence and shall not disclose same unless required by a court of law or government authority with competent jurisdiction.
Quality of Service
While reasonable efforts are made to keep the Platform accurate and current, Dialog assumes no liability for any inaccuracies in the Platform or any of its services or for any damages that may result from the use of information posted to the Service through the Platform.
A. You understand and agree that Your use of the Platform is at Your own risk and on an as-is basis.
B. Dialog does not warrant that:
The Platform will meet Your specific requirements;
The Platform will be uninterrupted, timely, secure or error-free;
The results that may be obtained from the use of the Platform will be accurate or reliable;
The quality of any products, services, information, or other material purchased or obtained by You through the Platform will meet Your expectations and any errors in the Platform will be corrected.
C. At no time is Dialog obligated to issue a monetary refund, nor is liable for damages in connection with any use of the Platform or any related defect, perceived or real, in the services rendered.
D. You understand that the words and opinions of other parties using the Platform are not those of Dialog and Dialog does not and cannot accept responsibility for such words or opinions.
You agree to indemnify and hold Dialog and its employees, suppliers, licensors, agents and service providers (and its and their successors, officers, directors, and employees) harmless from and against any and all claims, demands, costs, liabilities, judgment, losses, expenses and damages (including attorneys’ fees) arising out of, in connection with, or related to:
Your use of the Platform, including without limitation any problems arising from technical difficulties (including but not limited to, the transmission of computer viruses and the interruption of services), any fraudulent use of a credit card or other payment method used to purchases services, or any violation of these Terms of Service;.
Your Content; or any data, software, services or other materials that You use in connection with Your access or use of the Platform, including without limitation any claim that such data, software, services, or other materials, or any part thereof, infringes, misappropriates, or otherwise violates any copyright, patent, trade secret, trademark or other legal right of any third party.
Disclaimers and Warranties
You expressly agree that the use of the Platform is at Your sole risk. The Platform, including any content, applications, or materials provided thereunder, are provided on an "as is" basis and Dialog hereby expressly disclaims all representations and warranties of any kind, whether express or implied, including, but not limited to, warranties of title, merchantability, fitness for a particular purpose, or non infringement. Without limiting the foregoing:
A. Dialog cannot and does not guarantee any specific results from the use of the Platform and Dialog specifically does not make any claim or warranty that the Platform and / or services pertaining to the Platform will be uninterrupted or error-free and assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any content or any user communication or message;
B. Dialog does not represent or warrant that applications, content, data or materials on the Platform are accurate, complete, reliable, current or error-free or that the Platform and / or services of the Platform are free of viruses or other harmful components and, accordingly, You should always exercise caution in the use and downloading or use of any such applications, content, data or materials and use industry-recognized software to detect and disable or block viruses, malware and other malicious code;
C. You understand and agree that You download, access or otherwise obtain applications, content, data and materials from the Platform at Your own discretion and risk and that You are solely responsible for Your use thereof and any damages to Your mobile phone or mobile device or computer system, any loss of data, and any other damage or harm of any kind that may result therefrom;
D. Dialog is not responsible for any problems or technical malfunction of any mobile phone or mobile device, telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the internet or on any of the Service or combination thereof, including any injury or damage to users or to any person's mobile phone or mobile device or computer related to or resulting from participation or downloading materials in connection with the Platform;
E. under no circumstances will Dialog be responsible for any loss or damage, including personal injury or death, resulting from use of the Platform, from any user content posted on or through the Platform and / or Services emanating from the Platform; and
F. Dialog is not responsible for the conduct, whether online or offline, of any user of the Platform.
To the extent that the applicable law does not allow the exclusions and disclaimers of warranties as set forth above, some or all of the above exclusions and disclaimers may not apply to You, in which case all warranties will be limited to the fullest extent permitted by applicable law. You acknowledge that the disclaimers, limitations and waivers of liability contained herein will survive any termination of Your account(s) or any services. The exclusions and disclaimers set forth in this section will survive any termination or expiration of Your registered user account or Your use of the Platform.
Limitation of liability
In no event will Dialog, its affiliates, or its and their respective directors, officers, employees, agents, successors and assigns be liable for any indirect, consequential, exemplary, incidental, special or punitive damages, including damages for lost profits or loss of data, arising out of or resulting from, Your use of the Platform, even if Dialog is aware of or has been advised of the possibility of such damages. Without prejudice to the above, Dialog's aggregate liability to You for any cause whatsoever, regardless of the form of the action, will at all times be limited to the revenue earned by Dialog through the relevant Services of Yours during the year (or part thereof) immediately before the claim. To the extent applicable law does not allow the exclusions and limitations of damages as set forth above, some or all of the above exclusions and limitations may not apply to You, in which case Dialog's liability to You will be limited to the fullest extent permitted by applicable law. The limitations and exclusions set forth in this section will survive any termination or expiration of Your registered user account or Your use of the Platform.
Exclusions and Limitations
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You . In such event, the exclusions and limitations of liability in these Terms of Service will apply to the extent legally practicable.
Entire Agreement and Severability
These Terms of Service and any separate agreement signed as per these Terms and duly recognized by Dialog shall form the entire agreement between You and Dialog with respect to the Platform and / or services of the Platform, and shall supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Dialog with respect to the Platform and / or services of the Platform (including but not limited to any prior versions of the Terms of Service. If, any of the terms and conditions of these Terms of Service shall be or become unenforceable for any cause or reason whatsoever, the ensuing lack of enforceability shall not affect the other provisions hereof, and in such event the parties hereto shall endeavour to substitute forthwith such other enforceable provisions as will most closely correspond to the legal and economic contents of the said terms and conditions.
A. These Terms of Service shall be governed by the laws of Sri Lanka and any dispute or interpretation arising out of these Terms of Service shall be referred to a court of law with competent jurisdiction in Colombo, Sri Lanka
B. You understand that Dialog uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technologies required to maintain the Platform and / or services of the Platform.
C. Technical support is available through electronic means as published on the website and other means which will be communicated to You from time to time. Dialog reserves the right to change the way it offers technical support at any time with or without notice.
D. Dialog may use third party services to augment or enhance its Platform. Dialog is not responsible for such services offered by other companies and cannot be held liable for their actions, including to any resulting damages, defects or failures.
E. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform, use of the Platform, access to the Platform, or its resulting Services created by You or any other resulting product without permission.
F. You must not modify, reproduce, mimic, adapt or hack the Platform or modify another website so as to falsely imply or mislead that it is associated with Dialog, including any other services or brands under Dialog’s name.
G. You understand that the technical processing and transmission of the Platform, including Your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
H. Any verbal, physical, written or other abuse (including threats of abuse or retribution) of any of Dialog’s customers, employees, members, or officers may result in immediate account termination. This includes abuse in any form of communication, both online or offline.
I. You may not impersonate any Dialog employee or suggest in any way that You are employed by Dialog. You may not represent Your services or product as part of the Platform or mislead others to believe that You are an official extension of the Platform or any Dialog brand.
J. You are solely responsible for compliance with local laws, if and to the extent local laws are applicable. (Applicable law – Laws of Sri Lanka)
K. By using the Platform, You expressly consent to Dialog building Your Services on multiple platforms and multiple mobile operating systems with multiple data carriers, even if these aforementioned entities are not available or known today.
L. You understand that any Services created with the Platform is through Your own volition and therefore indemnify and hold harmless Dialog and all its subsidiaries, employees, and any agent acting on their behalf from any and all liabilities, claims, demands, that may be sustained, due to or relating in any way but not limited to copyright infringement, fraudulence, or trademark violation by way of creating and/or using of any Services created using Dialog’s Platform.
M. The failure of Dialog to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.