Terms of Use

1. Agreement to these terms

These Terms of Use (the “Terms”) are a binding agreement between Vadelis Labs Inc., a Florida corporation (“Vadelis Labs”, “we”, “us”), the company that owns and operates MessageFuel, and the business or person that opens a MessageFuel account (“you”, “Customer”). They govern your access to and use of the MessageFuel platform, websites and related services (the “Service”).

MessageFuel is a product of Vadelis Labs Inc.. Where these documents say “MessageFuel” they mean the Service; the party you are contracting with, and the party any claim or notice runs to, is Vadelis Labs Inc..

You accept these Terms when you submit a request for access, when you first sign in, or when you use the Service — whichever happens first. If you are agreeing on behalf of a company, you represent that you are authorised to bind that company, and “you” means that company.

The following documents are part of this agreement and are incorporated by reference: the Acceptable Use Policy, the Additional Terms for the specific features you use, the Developer and API Policy, and our Privacy Policy. Where a conflict exists, a signed order form or written agreement between us controls first, then the Additional Terms for the feature in question, then these Terms.

Who may use the Service

The Service is a business tool. You may use it only for business purposes, only if you are at least 18 years old, and only if you are not barred from receiving services under the laws of the United States or your own jurisdiction. The Service is not intended for personal or household use.

2. Accounts, approval and access

MessageFuel is approval-gated rather than open signup. Submitting a request for access does not create an account and does not oblige us to grant one. We review each application — including what you intend to send, to whom, and how you collected their consent — and we may decline it, or ask for more information, for any lawful reason.

When we approve you, we create an organisation and an owner account. You are responsible for everything that happens under your organisation, including the actions of every teammate you invite and every message they send. Keep credentials confidential, use a unique password, and tell us promptly at Info@messagefuel.com if you believe an account has been compromised.

Roles inside your organisation

Accounts carry roles — owner, admin and member — that determine what a person can see and change, including access to your provider credentials and your billing information. Assigning a role is your decision and your responsibility. An owner or admin can add, remove and re-scope teammates at any time; we act on instructions from anyone holding those roles without independently verifying their internal authority.

Accuracy of your business details

The details you give us — legal name, address, website, contact information and the description of your messaging programme — are passed on to mobile carriers and mailbox providers as part of registration and authentication. They must be accurate and kept current. Inaccurate registration information is the most common reason messaging campaigns are rejected or suspended, and correcting it is your responsibility.

3. The Service

MessageFuel is a multi-tenant SMS and email marketing platform. It lets you hold a contact list, organise it into groups and labels, capture new contacts through embeddable signup forms, design emails, compose SMS, send campaigns in bulk, and review what happened to each message.

Sending runs on provider accounts

Message delivery is performed through third-party communications providers — Twilio for SMS and MMS, SendGrid for email — using credentials held per organisation in your settings. You are responsible for maintaining those provider accounts in good standing, for any fees they charge you, and for complying with their terms. If a provider suspends, rate-limits or terminates your account with them, the corresponding part of the Service stops working, and that is outside our control.

Changes to the Service

We improve the Service continuously and may add, change or remove features. We will not make a change that materially reduces the core functionality you are paying for during a paid term without notifying you. Features labelled beta, preview or experimental are covered by the Additional Terms and may change or disappear at any time.

4. Your responsibility for the messages you send

This is the most important section of these Terms. MessageFuel is a conduit. You decide who receives a message, what it says, and when it goes out. As between you and us, you are the sender of every message, and you are solely responsible for it.

• Consent. You must have prior express consent — and, for marketing SMS, prior express written consent — from every person you message, obtained in the manner the law requires, and you must be able to produce evidence of it. Do not upload purchased, rented, scraped or appended lists.
• Law. You must comply with every law that applies to your messaging, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Florida Telephone Solicitation Act, state telemarketing and consumer protection statutes, and privacy laws such as the CCPA/CPRA, the Florida Digital Bill of Rights and the GDPR where they apply to you.
• Industry rules. You must comply with the CTIA Messaging Principles and Best Practices, mobile carrier requirements including A2P 10DLC registration, and mailbox provider sender requirements.
• Opt-outs. You must honour opt-outs promptly and permanently. The Service handles STOP replies and unsubscribe links automatically; you must not circumvent them, re-import a contact who opted out, or move a suppressed contact to a different list or account in order to keep messaging them.
• Content. Your messages and the pages they link to must comply with the Acceptable Use Policy, must not be deceptive, and must clearly identify you as the sender.

5. Your data and content

You own your contact lists, message content, designs, templates, assets and everything else you bring to or create in the Service (“Customer Data”). We claim no ownership of it.

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display and process Customer Data solely in order to provide, secure and support the Service, and to comply with law. That licence ends when the data is deleted, subject to the retention described in our Privacy Policy. Personal data within Customer Data is governed by our Data Processing Addendum, under which you are the controller and we are your processor.

What you promise about Customer Data

You represent that you have the rights and permissions necessary to provide Customer Data to us and to have us process it as described, that your own privacy notices disclose this use, and that supplying it to us breaches no agreement or law binding you.

Export and deletion

You can export contacts, message logs and campaign designs from the dashboard at any time while your account is active. Deletion is not always instantaneous in backups, and some records — notably consent and opt-out records — are deliberately retained so that both of us can continue to honour a suppression and evidence a consent history. Our Privacy Policy sets out the detail.

6. Third-party services

The Service connects to third parties on your instruction: Twilio and SendGrid for delivery, and optionally Google Ads and Meta for advertising audiences. When you connect one, you authorise us to access it with the credentials or authorisation tokens you supply, on your behalf, to perform the actions you ask for in the Service.

Your use of those services is governed by your agreement with them, not by these Terms. They may charge you directly, change their APIs, filter or block your traffic, or terminate you. We are not responsible for their acts, omissions, pricing, availability or decisions, and a failure on their side is not a breach of these Terms by us. The Additional Terms set out the rules specific to each integration.

7. Fees and payment

Fees for the Service are those stated in the order form, plan or written quote agreed between us. Unless that document says otherwise, fees are quoted in US dollars, invoiced in advance for the subscription period, and payable within 30 days of the invoice date.

• Provider charges are separate. Carrier, messaging and email delivery charges — including A2P 10DLC brand and campaign registration fees, per-message and per-segment charges, phone number rental and MMS surcharges — are billed to you by Twilio, SendGrid or the relevant provider under your own account with them. They are not included in our fees.
• Taxes. Fees are exclusive of sales, use, communications and similar taxes, which are your responsibility except for taxes on our net income.
• Late payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum the law allows, and we may suspend the Service after written notice if an invoice remains unpaid.
• No refunds. Except where required by law or expressly stated in an order form, fees are non-refundable, including for a period in which you did not send.

8. Suspension, throttling and termination

You may stop using the Service and close your account at any time by writing to Info@messagefuel.com. Closing an account does not entitle you to a refund of prepaid fees.

We may suspend or limit your account, a campaign or a sending identity — immediately and without prior notice where the circumstances require it — if we reasonably believe that:

• you are in breach of these Terms or the Acceptable Use Policy;
• your sending is generating complaint, bounce, spam-trap or opt-out rates that put recipients, other customers or our provider relationships at risk;
• a carrier, mailbox provider, regulator or provider has asked us to, or your registration with them has been rejected, revoked or has expired;
• continuing would expose us or a third party to legal liability or a security risk; or
• your account has an unpaid balance after notice.

We will aim to give you notice and an opportunity to fix the problem where doing so is practical and not itself harmful. We may terminate this agreement for material breach that is not cured within 15 days of written notice, and either party may terminate for convenience at the end of the then-current subscription period on written notice.

What happens on termination

Your right to access the Service ends. For 30 days afterwards you may ask us in writing for an export of your Customer Data; after that we may delete it in the ordinary course, subject to the retention described in our Privacy Policy. Provisions that by their nature should survive — accrued fees, data warranties, intellectual property, disclaimers, liability, indemnities and governing law — survive termination.

9. Privacy and data protection

Our Privacy Policy explains what we collect about you as a customer and how we use it. Our Data Processing Addendum governs personal data belonging to your contacts, which we process only on your documented instructions, and our Cookie Statement covers cookies and tracking technologies.

As between us, you are the controller of your contacts’ personal data and we are your processor. The duty to give privacy notices to your contacts, to establish a lawful basis for messaging them, and to answer their privacy rights requests is therefore yours. We will help you meet it, as described in the DPA.

10. Intellectual property and feedback

The Service — including its software, interfaces, the templates we supply, documentation, and the MessageFuel name, logo and brand — is owned by us and our licensors and is protected by intellectual property law. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during the term, for your internal business purposes, subject to these Terms.

You may not, and may not permit anyone else to:

• copy, modify, translate or create derivative works of the Service, or reverse engineer or attempt to derive its source code, except to the extent that restriction is unenforceable by law;
• resell, sublicense, rent or provide the Service to a third party except as permitted by the Agency and Reseller Terms;
• probe, scan, load-test or circumvent the security, rate limits or tenancy boundaries of the Service, or access another customer’s data;
• use the Service to build a competing product, or publish a benchmark of it without our written consent; or
• use our name, logo or brand except to identify the Service accurately.

Feedback

If you send us ideas, suggestions or feature requests, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you. We are not obliged to keep feedback confidential.

11. Confidentiality

Each party may receive information from the other that is marked confidential, or that a reasonable person would understand to be confidential — including Customer Data, provider credentials, pricing, and non-public product and security information. The receiving party will use it only to perform this agreement, protect it with at least reasonable care, and disclose it only to personnel and contractors bound by similar obligations.

These duties do not apply to information that is or becomes public without breach, was already known without a duty of confidence, or is independently developed. A party compelled by law to disclose may do so, giving the other reasonable prior notice where that is legally permitted.

12. Disclaimers

The Service is provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, title and non-infringement.

We do not warrant that the Service will be uninterrupted, error-free or secure, or that defects will be corrected. A service level commitment exists only if it is stated in a signed order form.

13. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data, loss of goodwill or business interruption, even if advised of the possibility.

Each party’s total aggregate liability arising out of or relating to this agreement will not exceed the greater of (a) the fees you paid us for the Service in the twelve months before the event giving rise to the claim, or (b) one hundred US dollars (US$100).

These limits do not apply to your obligation to pay fees, to either party’s indemnification obligations, to your breach of the Acceptable Use Policy or of the messaging responsibilities in section 4, or to liability that cannot be limited by law. They apply in the aggregate across all claims and regardless of the theory of liability. You acknowledge that they are an essential part of the bargain and are reflected in the fees.

14. Indemnification

You will defend, indemnify and hold harmless Vadelis Labs Inc. and its officers, directors, employees and contractors from any third-party claim, demand, proceeding, regulatory action, fine, loss or expense (including reasonable legal fees) arising out of or relating to:

• the messages you send and the content and links in them;
• an allegation that you lacked the consent required to contact a recipient, including claims under the TCPA, CAN-SPAM, state telemarketing statutes and equivalent laws;
• Customer Data, including how you collected it and what you told people about it;
• your breach of these Terms, the Acceptable Use Policy or applicable law; or
• a dispute between you and a teammate, client, contact or provider.

We will notify you of the claim, give you control of the defence (except that you may not settle in a way that admits our fault or imposes an obligation on us without our consent), and cooperate at your expense.

15. Changes to these Terms

We may update these Terms. When we do, we will change the effective date at the top and, for material changes, give you reasonable advance notice by email to your account address or by a notice in the dashboard before they take effect.

Continuing to use the Service after the effective date means you accept the updated Terms. If you do not accept them, stop using the Service and close your account; if you are within a paid term, contact us and we will discuss a pro-rata refund of the unused portion.

16. Governing law and disputes

These Terms are governed by the laws of the State of Florida and the federal laws of the United States, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Talk to us first

Before filing anything, send a written description of the dispute and the relief you want to Info@messagefuel.com. We will do the same for you. Both parties agree to try in good faith to resolve it within 30 days. Most disputes end here.

Venue

If that fails, the state and federal courts located in Palm Beach County, Florida have exclusive jurisdiction. Both parties consent to personal jurisdiction and venue there and waive any objection based on inconvenient forum. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Individual claims only

Claims must be brought individually and not as a plaintiff or class member in a class, consolidated or representative action. Any claim must be brought within one year after it arises or it is permanently barred, except where a longer period is required by law.

17. General

• Entire agreement. These Terms, together with the documents they incorporate and any signed order form, are the entire agreement between us and supersede prior discussions. Terms printed on your purchase order do not apply.
• Assignment. You may not assign this agreement without our written consent, except to a successor of your business that is not a competitor of ours. We may assign it in connection with a merger, acquisition or sale of assets.
• Severability and waiver. If a provision is unenforceable the rest stands, and the provision is limited to the minimum extent necessary. Not enforcing a right is not a waiver of it.
• Force majeure. Neither party is liable for a failure caused by an event beyond its reasonable control, including carrier and provider outages, internet failures, hosting outages, natural events and acts of government. This does not excuse payment obligations.
• Notices. We give notice to the email address on your account or in the dashboard. You give notice to us at Info@messagefuel.com and, for formal legal notices, at the postal address in section 18. For service of legal process see Service of Legal Process.
• Independent contractors. Nothing here creates a partnership, joint venture, employment or agency relationship, and there are no third-party beneficiaries.
• Publicity. We will not use your name or logo as a customer reference without your prior written consent.

18. Contact us

Questions about these Terms: