By downloading the Silent Phone application, creating an Account you (“Member”) enter into an agreement (the “Agreement”) with Blackphone SA. (“Blackphone”) for the use of the applicable Services.
The following terms when appearing within the Agreement shall have the following meanings:
Account: means the user Account created by the Member for the purpose of obtaining and managing a Subscription. The Account may or may not have an active Subscription associated with it however to obtain a Subscription, Member must first create an Account.
Parties: means Blackphone and Member collectively.
Service(s): means the Silent Phone mobile application developed by Blackphone which includes certain encrypted messaging and voice communication services. The Services referred to in this Agreement may also include Silent World as described below. Full specifications for the Services can be found at https://silentcircle.com/products-and-solutions/software/
Silent Phone Basic Services: means the encrypted calling and messaging services further described in Section 3b below and as set forth at: https://silentcircle.com/products-and-solutions/software/
Silent Phone Plus level Services: means the paid for encrypted calling and messaging services further described in Section 3a below and as set forth at: https://silentcircle.com/products-and-solutions/software/
Silent World: means the calling plan enabling the Member to utilise Silent Phone to connect with non-Blackphone members through the public switched telephone network.
Subscription: means the limited license granted by Blackphone to the Member to access to the Services for a defined duration.
To subscribe to Blackphone, Member will create an Account and follow instructions for purchase. Member can manage Account via: https://accounts.silentcircle.com/.
Member has no ownership rights to the Blackphone phone number, username or other identifier provisioned by Blackphone and Member agrees that Blackphone reserves the right to change Member’s phone number, username or other identifier at any time without prior notice to Member.
If Member creates an Account but fails to purchase a Subscription within seven (7) days, Blackphone will deem the Account abandoned and cancel it. Further, any Accounts which have not been used for 90 days after the Subscription ends may be suspended by Blackphone in its sole discretion. An activation fee may be charged to reinstate a suspended Account.
If Member received access to Silent Circle services by purchase of a Blackphone smartphone device, the Member's subscription must be activated within ninety (90) days of the date of purchase. Subscriptions not activated within that period will be disabled and cannot be reactivated.
a. Silent Phone Plus Subscription. In exchange for and conditioned upon the full payment of the Subscription fees, Blackphone hereby grants the Member a limited, non-exclusive, revocable, personal and non-transferable Subscription with the right to download and use the Silent Phone Services.
The Silent Phone Plus Subscription enables Member to perform the following tasks within the Silent Phone application:
The Subscription shall remain valid so long as all fees related thereto are paid in full and neither Party is in material breach of the Agreement. Blackphone reserves the right in its sole discretion to update the functionalities described above at any time.
b. Silent Phone Basic Subscription. In exchange for and conditioned upon the full payment of the annual membership fee, Blackphone hereby grants Member a limited, non-exclusive, revocable, personal and non-transferable Silent Phone Subscription. A Silent Phone Basic Subscription enables Member to perform the following tasks within the Silent Phone application:
Blackphone reserves the right to revoke or amend the terms of the Silent Phone Subscription at any time and for any reason in its sole discretion. Blackphone reserves the right in its sole discretion to update the functionalities described above at any time.
a. Conditions of Use. When Member purchases access to Blackphone’s Silent World, Member receives the additional services for the duration selected. Silent World is for individual use and Member agrees to not use it unreasonably. If Blackphone determines, at its sole discretion, that Member is using the Silent World service in violation of this Agreement or in any other manner that Blackphone deems to be impermissible or excessive, then Blackphone may terminate individual calls or terminate Member’s service, decline to renew a Silent World plan or offer Member a different subscription agreement.
Examples of impermissible use of the Services include: (i) illegal activities, including any activity that exploits, threatens or harms others or their property; (ii) sending unwanted or unsolicited contact requests, messages, or calls; or (iii) using the Services to share inappropriate, unauthorised or misleading material,
b. No Access to Emergency Services. The Services are not a replacement for an ordinary mobile or fixed line telephone. Member must make alternative communications arrangements to ensure that Member can make emergency calls if needed.
c. Silent World Calls Not Encrypted End-to-End. Calls made through the Silent World service are decrypted at Blackphone servers and are then routed without encryption through the public switched telephone network (PSTN) to their intended termination points. Calls made via Silent World may be subject to lawful interception at the point where they are decrypted and at any point on the public telephone network. Member to member calls are fully encrypted end-to-end.
d. Emergency Services. You consent to disclosure of any information about you (in most cases Blackphone will have little or no information) to any person, as required by law, if the device programmed with Member’s number calls a service such as a police or fire department. This consent survives the termination of this Agreement or Member’s Subscription.
e. Use of Services. Voice services are provided for live dialogue between two individuals and may not be used for monitoring services, data transmissions or other connections that do not consist of uninterrupted live dialogue between two individuals. Neither the Services nor Member’s Silent World phone number may be used for pager or voicemail retrieval service.
f. Service Levels. The Silent World services are available to the Member’s mobile phone worldwide and can connect to phone numbers registered within the operating range of Blackphone’s system. Blackphone maintains a list of supported countries at the following address: https://silentcircle.com/coverage/. Service functionality and call quality may vary due to transmission limitations, reduction in transmission speed, or interruption caused by weather, Member’s equipment, terrain, obstructions such as trees or buildings, or other conditions. Service may be limited in some areas where coverage is not available or may be temporarily limited or interrupted due to system capacity limitations, system repairs or modifications, or in response to suspected fraud, abuse, misuse of the network, hacking or malicious viruses. Interruption may also result from violation of this Agreement. Blackphone may block access to certain categories of numbers (e.g. 976, 900 and certain international destinations) if, in its sole discretion, Blackphone is experiencing excessive billing, collection, fraud problems or other misuse of our network.
Member may purchase a telephone number from Blackphone to use with Silent Phone to make Silent World calls. The phone number assigned to the Member’s Silent Phone application remains the property of Blackphone which may need to be changed or withdrawn from time to time. Member will not transfer or attempt to transfer its Silent Phone number to anyone else. Member must ensure it complies with any allocation requirements displayed when purchasing a Silent Phone number, as failure to do so could result in the number being withdrawn.
In addition to the Services, the Silent Phone Plus Members have the right to receive customer support for the Services from Blackphone through its website and customer support team as further detailed on the website: www.silentcircle.com.
The Services are intended for individual use by Member and are not intended for resale or re-export. The Services contain encryption technology that is or may be specifically controlled for export by the governments of the Swiss Confederation or the United States. As a result, the export, or otherwise transfer the Services to or into Cuba, North Korea, Sudan or Syria, or any embargoed countries or a resident of those countries or to any person on the Specially Designated Nationals List maintained by the United States Treasury or the Table of Denial Orders or Entity List maintained by the United States Department of Commerce, may be prohibited.
When subscribing to the Services and downloading the applications, the Member certifies to Blackphone that Member is eligible to receive products exported from the United States or Switzerland, without any restrictions.
Blackphone warrants that, during the Subscription, the Services will perform substantially as described on the Blackphone website and in any written materials provided by Blackphone. Blackphone cannot foresee how the Member may be using the Services or what might happen if there is a problem with the Services, Blackphone’s only obligation under this limited warranty is to use commercially reasonable efforts to solve problems encountered by the Member with the Services provided Member or a third party is not responsible for the problem. The Services are dependent on Member’s connection to a data or voice network and the Services may therefore cease to function, experience latency or not function properly if there is a power failure or other network or system failure with Member’s telecommunication or Wi-Fi service provider; state-sponsored or other entity’s denial of the Services whether official or otherwise; or delay in the underlying data or voice network.
BLACKPHONE MAKES NO OTHER OR FURTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MEMBER AGREES THAT BLACKPHONE’S LIABILITY TO MEMBER IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT IS LIMITED TO THE AMOUNTS MEMBER ACTUALLY PAID TO BLACKPHONE UNDER THIS AGREEMENT. BLACKPHONE IS NOT LIABLE TO MEMBER FOR ANY OTHER DAMAGES OF ANY KIND, INCLUDING CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, LOSS OF PROFIT OR INDIRECT DAMAGES.
a. Governing Law and Jurisdiction.
For Members residing in the United States and its territories:
Member agrees that all disputes, claims or controversies relating to this Agreement or the Services, will be governed by the laws of the United States and by the laws of the State of Delaware without regard to its conflicts of laws provisions. Member agrees to the personal jurisdiction of the courts in New Castle County, Delaware, and waives any objection to such jurisdiction.
For all other Members:
Member agrees that all disputes, claims or controversies relating to this Agreement or the Services, will be governed by the laws of Switzerland without regard to its conflicts of laws provisions. Member agrees to the personal jurisdiction of the courts in Geneva and waives any objection to such jurisdiction.
The preceding provision regarding venue does not apply if Member is a consumer based in the European Union. In such cases, Member may bring a claim in the courts of England and Wales.
The Parties agree that the United Nations Convention on the International Sale of Goods is specifically excluded from applying to this Agreement or the Services.
Any claim under this Agreement must be brought within one (1) year after the cause of action arises.
b. Entire Agreement; Assignment. Member may not assign this Agreement without the prior written consent of Blackphone. In cases where Member is a company, government agency or institution or other organizations, Member may manage and transfer licenses for the Services among its current employees, agents and officers but may not transfer its licenses or this Agreement to another organization or entity without Blackphone’s permission. Unless Member is also a Blackphone distributor or reseller under a separate contract, this Agreement is the entire agreement between Member and Blackphone, and there are no other written or implied agreements between the Parties.
c. Severability. If for some reason any part of this Agreement is deemed to be void or unenforceable, the rest of the Agreement will remain in effect so long as the modified Agreement does not fail of its purpose.
d. Changes. Blackphone may make changes to this Agreement from time to time. Blackphone will publish the changes at https://accounts.silentcircle.com/terms/. The changes will be effective when published, provided that any changes to the dispute resolution provision in this Agreement will not apply to any dispute that a party has provided written notice of prior to the date of the change in the Agreement. Member understands and agrees that Member’s express acceptance of the Agreement, or use of the Services after the date of publication of an updated Agreement shall constitute full acceptance and consent to the updated Agreement.
e. Headings. The headings used in this Agreement are for convenience only and may not be used to construe meaning or intent in any of the rest of the Agreement.
f. Language. This Agreement has been drawn up in the English language. A translation may be made available at Blackphone’s discretion save that should that there be any inconsistency the English version will prevail.