Last updated: Jan 12, 20265
These Terms of Service ("Terms") are a binding agreement between Kulu ("Kulu," "we," "us" or "our") and the business entity that accesses or uses our website, messaging platform, messaging API, branded customer portal, sub-accounts, reporting, rebilling, webhooks and managed services (together, the "Services") ("Customer" or "you"). If you accept these Terms on behalf of a company, you represent that you have authority to bind it.
If you and Kulu have signed a master services agreement, order form or statement of work (an "Order"), that Order controls over these Terms where they conflict. Our Privacy Policy and Acceptable Use Policy are part of these Terms.
Business use only. The Services are for businesses, not consumers. You must be at least 18 and legally able to enter contracts.
Vetting. Access to the Services is subject to our partner and brand vetting. We may request information about your company, ownership, use cases, consent practices and messaging content at any time, and we may decline, delay or condition access at our sole discretion. You must provide accurate and complete information and keep it current.
Accounts and sub-accounts. You are responsible for all activity under your account and any sub-accounts you create, including activity by your users and your own customers. Keep credentials and API keys confidential, use the access controls we provide, and notify us immediately at help@kulu.io of any unauthorized access. If you resell or provide the Services to your own customers through sub-accounts or a branded portal, you must bind those customers to terms at least as protective of Kulu as these Terms and our Acceptable Use Policy, and you remain responsible for their compliance.
Services. Kulu provides messaging technology (including short code, toll-free and 10DLC sender types, a messaging API, branded portal, sub-accounts, reporting, rebilling and webhooks) and managed services (including strategy and launch planning, custom development, brand integration, registration management, deliverability management, carrier and aggregator relations, and program reviews). The scope of any managed services is set out in your Order.
Your messaging responsibilities. You are the sender of every message sent through your account and sub-accounts. You are solely responsible for:
Kulu's review of your campaigns, registrations or consent flows is a service to protect the messaging channel. It is not legal advice and does not shift responsibility for compliance to Kulu.
Third-party networks. Messages travel over carrier and aggregator networks that Kulu does not control. Carriers may filter, block, throttle or delay messages, change fees or requirements, or suspend numbers or campaigns. Registration approvals and timelines are set by carriers and registration bodies, and Kulu does not guarantee any approval, throughput or delivery rate.
Fees. You will pay the fees in your Order or, if none, our then-current pricing, including platform fees, managed service fees, per-message fees, number fees, and pass-through carrier, registration and surcharge fees. Pass-through fees may change when carriers or registration bodies change them. Unless your Order says otherwise, fees are billed monthly in advance for subscriptions and in arrears for usage, and are due within 15 days of invoice. Prepaid balances may be required.
Late payment and taxes. Late amounts accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower, and we may suspend the Services for non-payment after notice. Fees exclude taxes, which you will pay except for taxes on Kulu's net income. Fees are non-refundable except as required by law or stated in your Order.
Rebilling. If you use rebilling to charge your own customers, you set and are responsible for your own rates, invoices, taxes and collections, and your obligation to pay Kulu does not depend on collecting from them.
Customer Data. "Customer Data" means message content, End User phone numbers, consent records, and other data you or your customers submit through the Services. As between the parties, you own Customer Data. You grant Kulu a non-exclusive, worldwide license to host, process, transmit and display Customer Data as needed to provide, secure and support the Services, comply with law and carrier requirements, and enforce these Terms. Kulu may create aggregated, de-identified data from use of the Services and use it to operate and improve the Services, provided it does not identify you or any individual. Kulu processes personal information in Customer Data as described in our Privacy Policy and any data processing addendum between us.
Your representations. You represent that you have all rights and consents needed for Kulu to process Customer Data, and that Customer Data and your use of the Services do not violate any law or third-party right.
Kulu IP. Kulu and its licensors own the Services, platform, API, documentation, portal software, and all improvements, including anything Kulu builds while providing managed services, unless your Order expressly assigns specific custom deliverables to you. Subject to these Terms and payment of fees, Kulu grants you a limited, non-exclusive, non-transferable right during the term to use the Services for your internal business purposes and, where your Order allows, to offer them to your customers under your brand.
Your brand. You grant Kulu a limited license to use your names, logos and brand assets to provide the Services, including the branded portal. Kulu will not list you as a customer publicly without your consent.
Restrictions. You will not (a) copy, modify, reverse engineer or create derivative works of the Services, except as law allows; (b) resell or sublicense the Services except as permitted in your Order; (c) use the Services to build a competing product; (d) bypass rate limits, security or vetting; or (e) use the Services in violation of our Acceptable Use Policy.
Feedback. If you give us feedback or suggestions, we may use them without obligation to you.
Confidentiality. Each party will protect the other's non-public business, technical and pricing information with reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers who need to know it and are bound by confidentiality obligations. This does not apply to information that is public, already known, independently developed, or rightfully received from a third party, and either party may disclose information when required by law after giving notice where permitted.
Disclaimer. EXCEPT AS EXPRESSLY STATED IN AN ORDER, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." KULU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. KULU DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY MESSAGE WILL BE DELIVERED OR DELIVERED ON TIME, OR THAT ANY REGISTRATION, VERIFICATION OR SHORT CODE APPLICATION WILL BE APPROVED. KULU IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF CARRIERS, AGGREGATORS OR REGISTRATION BODIES. THE SERVICES ARE NOT A SUBSTITUTE FOR EMERGENCY SERVICES AND CANNOT BE USED TO CONTACT 911.
Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.
Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER TO KULU IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
Exceptions. The exclusions and cap do not apply to (a) your payment obligations, (b) your indemnity obligations, (c) your breach of Section 2 (Your messaging responsibilities) or the Acceptable Use Policy, or (d) a party's fraud or willful misconduct.
Your indemnity. You will defend, indemnify and hold harmless Kulu and its officers, employees, agents and partners from any third-party claim, fine, penalty, carrier pass-through charge or regulatory action, and related losses and reasonable attorneys' fees, arising from (a) Customer Data or messages sent through your account or sub-accounts, (b) your or your customers' violation of the TCPA or any other law, carrier rule or industry standard, (c) inaccurate registration information you supplied, or (d) your breach of these Terms or the Acceptable Use Policy.
Kulu indemnity. Kulu will defend you against third-party claims alleging that the Kulu platform, as provided by Kulu and used as permitted, infringes a United States patent, copyright or trademark, and pay resulting damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, your modifications, combinations with non-Kulu products, or third-party networks. If such a claim occurs, Kulu may modify the Services, obtain a license, or terminate the affected Services and refund prepaid unused fees. This is Kulu's sole liability for infringement claims.
Procedure. The indemnified party must give prompt notice, allow the indemnifying party to control the defense and settlement, and provide reasonable cooperation. No settlement that admits fault for the indemnified party may be made without its consent.
Term. These Terms apply from your first use of the Services until terminated. Each Order runs for the term it states and renews for successive periods of the same length unless either party gives at least 30 days' written notice of non-renewal.
Suspension. Kulu may immediately suspend all or part of the Services, including specific numbers, campaigns or sub-accounts, without liability if (a) we reasonably believe your traffic violates law, carrier rules or our Acceptable Use Policy, (b) a carrier, aggregator or registration body flags, filters or requests suspension of your traffic, (c) complaint, opt-out or error rates exceed acceptable levels, (d) there is a security threat, or (e) payment is overdue. We will give notice when practical and restore the Services once the issue is resolved to our satisfaction.
Termination. Either party may terminate an Order for material breach not cured within 30 days of written notice (10 days for non-payment). Kulu may terminate immediately on notice for a breach of the Acceptable Use Policy, repeated carrier complaints, or if a carrier or regulator requires it. Either party may terminate if the other becomes insolvent.
Effect of termination. All unpaid fees become due. Your right to use the Services ends. For 30 days after termination, on request, Kulu will make Customer Data available for export, after which we may delete it, except for records we must keep by law or carrier requirement. Numbers provisioned through Kulu may be ported out where carrier rules allow and your account is in good standing; short codes and certain registrations may not be transferable. Sections that by their nature should survive will survive.
Governing law. These Terms are governed by the laws of the State of Texas, without regard to conflict of laws rules.
Dispute resolution and arbitration. The parties will first try in good faith to resolve any dispute through discussions between executives for 30 days. If unresolved, the dispute will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Dallas, Texas. Judgment may be entered in any court with jurisdiction. Either party may seek injunctive relief in court to protect its intellectual property or confidential information, and Kulu may bring collection actions in court. CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING.
Contact
Kulu Email: help@kulu.io
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