Rival Messaging Supplemental Terms Addendum

Messaging Addendum for SaaS

SilkRoad Technology, Inc. (dba Rival)

The following messaging terms and conditions (this “Messaging Addendum”) apply to the order form, quote, referencing agreement or other agreement entered into by and between the Customer (as identified on the Referencing Agreement) and the Company (as identified on the Referencing Agreement) (the “Referencing Agreement”, and together with the Software as a Service Terms and Conditions and all incorporated addenda, the “Master Agreement”). Capitalized terms used but not defined in this document have the meanings assigned to them elsewhere in the Master Agreement. To the extent there are any inconsistencies between the terms of this Messaging Addendum and the terms of any document this Messaging Addendum is attached to or incorporated into, this Messaging Addendum will prevail, except with respect to the Referencing Agreement.

1. Definitions

The following terms have the meanings given to them below.

“Acceptable Use Policy” means the acceptable use policy attached as Appendix A to this Messaging Addendum.

“Messaging Policy” means the messaging policy attached as Appendix B to this Messaging Addendum.

“Messaging Services” means the SMS and electronic communications functionality of the Software identified on the Referencing Agreement (which may be identified by product names such as Rival Messaging, Recruiting Messaging or Onboarding Messaging), which enables Customer to send SMS messages and other Electronic Communications to individuals who have consented to receive them.

“Messaging Vendor” means the third-party vendor whose messaging platform is integrated with the Software and used by Company to provide the Messaging Services.

2. Applicability; Relationship to the Master Agreement

Where the Referencing Agreement includes a subscription to the Messaging Services or otherwise selects this Messaging Addendum, this Messaging Addendum applies to Customer’s access to and use of the Messaging Services during the Subscription Term. The Messaging Services are provided as part of the SaaS Services, and the terms and conditions of the Master Agreement applicable to the SaaS Services apply to the Messaging Services along with the provisions of this Messaging Addendum.

3. Third-party Messaging Platform

The Messaging Services are provided through the platform of the Messaging Vendor and are transmitted over telecommunications networks that are not owned or operated by Company. Customer acknowledges that the delivery of SMS messages and other Electronic Communications is subject to the networks, rules, filtering practices and requirements of telecommunications providers and the Messaging Vendor, none of which are within Company’s control, and that Company does not warrant the delivery, timeliness or receipt of any message sent through the Messaging Services. The provisions of the Master Agreement applicable to third-party components apply to the Messaging Vendor’s platform.

4. Acceptable Use Policy; Messaging Policy

4.1 Compliance. Customer shall use the Messaging Services in accordance with the Acceptable Use Policy and the Messaging Policy, and shall not encourage or allow any Authorized User or any other person acting on its behalf to use the Messaging Services in violation of either policy. Customer is fully responsible for the acts and omissions of all Authorized Users with respect to the Messaging Services.

4.2 Policy Updates. Company may update the Acceptable Use Policy and the Messaging Policy from time to time by providing Customer with written notice of material updates by uploading on its website. The updated version of the applicable policy will supersede all prior versions.

5. Suspension for Ongoing Harm

Company may, with reasonably contemporaneous telephonic or electronic notice to Customer, suspend Customer’s access to the Messaging Services if Company reasonably concludes that Customer’s use of the Messaging Services violates the Master Agreement, this Messaging Addendum, the Acceptable Use Policy or the Messaging Policy. In the extraordinary event that Company suspends Customer’s access to the Messaging Services, Company will use commercially reasonable efforts to limit the suspension to the offending portion of the Messaging Services and to resolve the issues causing the suspension. Company shall not be liable to Customer or to any third party for any suspension of the Messaging Services in accordance with this Section. The suspension rights in this Section are in addition to, and do not limit, Company’s suspension rights under the SaaS Terms.

6. Indemnification

In addition to Customer’s indemnification obligations under the SaaS Terms, Customer shall indemnify, defend and hold harmless Company, the Messaging Vendor and their respective officers, directors, employees and agents from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from or related to: (a) messages and other Electronic Communications sent through the Messaging Services by or on behalf of Customer; (b) Customer’s failure to obtain, record or honor any consent or opt-out required under applicable law or the Messaging Policy; or (c) Customer’s use of the Messaging Services in violation of the Acceptable Use Policy, the Messaging Policy or applicable law, including without limitation the Telephone Consumer Protection Act, the CAN-SPAM Act of 2003, the Do-Not-Call Implementation Act and analogous state and foreign laws. The indemnification procedures set forth in the SaaS Terms apply to the foregoing obligations.

APPENDIX A: ACCEPTABLE USE POLICY

This Acceptable Use Policy is Appendix A to, and forms part of, the Messaging Addendum between Company and Customer and applies to Customer’s use of the Messaging Services. This Acceptable Use Policy may be updated as described in Section 4.2 of the Messaging Addendum.

1. Definitions

Capitalized terms used but not defined in this Appendix A have the meanings assigned to them elsewhere in the Master Agreement (including the Messaging Addendum).

2. Prohibited Uses

Customer agrees not to use, and not to encourage or allow any Authorized User or any other person acting on its behalf to use, the Messaging Services in the following prohibited ways:

(i) Using the Messaging Services in a manner that is or otherwise encourages (a) any illegal, fraudulent or abusive activities or (b) materially interfering with the business or activities of Company or the Messaging Vendor or their respective customers.

(ii) Attempting to bypass or break any security mechanism relating to the Messaging Services or using the Messaging Services in any other manner that poses a material security or service risk to Company or the Messaging Vendor or their respective customers.

(iii) Reverse-engineering the Messaging Services in order to find limitations or vulnerabilities or to evade filtering capabilities.

(iv) Launching or facilitating, whether intentionally or unintentionally, a denial of service attack on the Messaging Services or engaging in any other conduct that materially and adversely impacts the availability, reliability or stability of the Messaging Services.

(v) Transmitting any material, data or content that contains viruses, Trojan horses, spyware, worms or any other malicious, harmful or deleterious programs.

(vi) Violating or facilitating the violation of any applicable laws or regulations of any applicable jurisdiction, including, without limitation: (a) applicable laws or regulations related to the transmission of data and the recording or monitoring of phone calls and other forms of communication; (b) applicable laws or regulations that prohibit engaging in any unsolicited advertising, marketing or transmission of communications; (c) applicable anti-spam laws or regulations such as the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act and the Do-Not-Call Implementation Act; and (d) applicable data protection or privacy laws, regulations or legislation.

(vii) Using the Messaging Services in connection with unsolicited, unwanted or harassing communications (commercial or otherwise), including, but not limited to, phone calls, SMS or MMS messages, chat, voice mail, video, email or faxes.

(viii) Using the Messaging Services to harvest or otherwise collect information about individuals, including email addresses or phone numbers, without their explicit consent or under false pretenses.

(ix) Using the Messaging Services to send information that (a) meets the definition of criminal misinformation or (b) poses a threat to public health and safety and is deemed false by a government agency.

(x) Using the Messaging Services to receive, send or otherwise process Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996, as amended.

(xi) Using the Messaging Services to record or monitor a phone call or other communication without securing consent from the participants to the phone call or other communication as required under applicable law (including, as applicable, California’s Invasion of Privacy Act and similar laws in other jurisdictions).

(xii) Using the Messaging Services in a manner that generates inquiries from a law enforcement, government or regulatory agency or triggers such an agency to request the suspension of the Messaging Services to Customer and/or Customer’s phone numbers.

(xiii) Using the Messaging Services to transmit any material, data or content that infringes the intellectual property rights or other rights of third parties.

(xiv) Using the Messaging Services to transmit any material or content that is, facilitates or encourages libelous, defamatory, discriminatory or otherwise malicious or harmful speech or acts to any person or entity, including but not limited to hate speech, and any other material or content that Company reasonably believes degrades, intimidates, incites violence against or encourages prejudicial action against anyone based on age, gender, race, ethnicity, national origin, religion, sexual orientation, disability, geographic location or other protected category.

(xv) Creating a false identity or a forged email address, header or phone number, or otherwise attempting to mislead others as to the identity of the sender or the origin of a message, email or phone call.

(xvi) Using the Messaging Services in any manner that causes a telecommunications provider to complain about such use to Company or the Messaging Vendor, or that materially violates: (a) industry standards, policies and applicable guidelines published by (1) the CTIA (Cellular Telecommunications Industry Association), (2) the Mobile Marketing Association or (3) any other generally recognized industry associations; or (b) telecommunications provider guidelines and usage requirements as communicated in writing by Company or the Messaging Vendor.

(xvii) Using the Messaging Services to transmit any material or content that is offensive, inappropriate, pornographic, obscene, illegal or otherwise objectionable to any person or entity.

(xviii) Using or attempting to use the Messaging Services to contact, or to allow Authorized Users to contact, emergency services.

(xix) Having, in a given month, (a) a high volume of unanswered outbound phone calls, (b) a low average outbound call duration or (c) outbound phone calls that are too short in duration (i.e., outbound phone calls generally less than twelve (12) seconds in length). The Messaging Vendor will cooperate in trace back investigations by identifying the upstream provider from which a suspected illegal robocall entered its network or by identifying its own customer if the call originated in its network.

3. Phone Number Reclamation

Customer acknowledges that all phone numbers used in connection with the Messaging Services are subject to rules and restrictions imposed by telecommunications providers. In order to comply with such rules and restrictions, the Messaging Vendor may, at its sole discretion, reclaim Customer’s phone numbers that do not have adequate usage, as determined by such telecommunications providers. The Messaging Vendor will use commercially reasonable efforts to (a) provide notice prior to any phone number reclamation and (b) work with telecommunications providers to prevent the reclamation of any phone numbers.

APPENDIX B: MESSAGING POLICY

This Messaging Policy is Appendix B to, and forms part of, the Messaging Addendum between Company and Customer and applies to Customer’s use of the Messaging Services to send SMS messages and other Electronic Communications. When using the Messaging Services, Customer is required to obtain proper consent before sending a message. This Messaging Policy may be updated as described in Section 4.2 of the Messaging Addendum.

1. Definitions

Capitalized terms used but not defined in this Appendix B have the meanings assigned to them elsewhere in the Master Agreement (including the Messaging Addendum).

2. Consent

2.1 Proper Consent. Consent cannot be bought, sold or exchanged. Customer cannot obtain the consent of message recipients by purchasing a phone list from another party.

2.2 Consent Requirements.

(i) Prior to sending the first message, Customer must obtain agreement from the message recipient to communicate with them (“consent”). Customer must make clear to the individual that they are agreeing to receive messages of the type that Customer is going to send. Customer must keep a record of the consent, such as a copy of the document or form that the message recipient signed, or a timestamp of when the individual completed a sign-up flow.

(ii) If Customer does not send an initial message to that individual within thirty (30) days of receiving consent, Customer must reconfirm consent as described in Section 2.5 (Double Opt-In Consent Process) of this Messaging Policy.

(iii) The consent applies only to Customer and to the specific use or campaign that the recipient has consented to. Customer cannot treat it as blanket consent allowing Customer to send messages relating to other brands or companies Customer may have, or additional messages about other uses or campaigns.

(iv) Customer acknowledges that, as part of the implementation process relating to the Messaging Services, Company may provide draft language for Customer to obtain consent from individuals to receive SMS messages and other Electronic Communications. Customer acknowledges and agrees that Company is not a law firm and does not provide legal advice. Accordingly, Customer undertakes to review such language, modify it where necessary or advisable, and independently determine that Customer employs consent language which complies with applicable laws relating to Customer’s usage of the Messaging Services.

2.3 Exceptions to Consent. There are two scenarios described below under which consent may be received differently. These alternative consent scenarios cannot be used for promotional content, such as marketing, coupons, advertisements, notifications regarding a job opportunity and sweepstakes, independent of whether the individual initiates the contact or Customer has consent for informational content of the type described in Section 2.2 based on a prior relationship. These alternative scenarios are:

(i) If an individual sends a message to Customer, Customer may respond in an exchange with that individual. For example, if an individual texts Customer’s phone number asking for Customer’s hours of operation, Customer can respond directly to that individual, relaying its open hours. In such a case, the individual’s inbound message to Customer constitutes both consent and proof of consent. The consent, however, is limited to that particular conversation and, unless Customer obtains additional consent, Customer should not send any other messages.

(ii) Customer may send an outbound message that provides information requested by the individual, or that can reasonably be expected by the individual based on Customer’s relationship with the individual. Examples of such messages include appointment reminders, receipts, one-time passwords, order, shipping or reservation confirmations, drivers coordinating pick up locations with riders and repair persons confirming service call times. The message cannot attempt to promote a product, convince someone to buy something or advocate for a social cause. The individual must have knowingly provided their phone number to Customer and have taken some action to trigger the potential for communication. Actions can include a button press, setting up an alert, making an appointment or placing an order.

2.4 Double Opt-In Consent Requirements. Customer must use double opt-in consent in the following use cases: affiliate marketing, including multi-level marketing (e.g., a marketing arrangement in which an online retailer pays commission to an external website for traffic or sales generated from its referrals); lead generation services; sweepstakes; financial products such as debt refinancing, short-term credit offers and payday loans (except where Customer is a financial institution directly offering the product); job alerts; and work from home offers.

2.5 Double Opt-In Consent Process. The message recipient must knowingly provide consent to Customer prior to receiving any text messages. That consent must be provided through an electronic signature or some other online sign-up form that makes clear to the individual that they are agreeing to receive messages of this type. In Customer’s first text message to that individual, Customer must identify itself and prompt the individual to confirm their consent. For example, Customer’s first outbound message would be compliant if it included text similar to: “This is Company X. You recently signed up to receive text messages from us. Please reply YES to confirm or STOP to unsubscribe.” Only after Customer receives the confirmation “YES” may Customer send a follow-up message with information related to a use case listed in Section 2.4 of this Messaging Policy.

3. Message Requirements

3.1 Identification in Message. Every message Customer sends must clearly identify Customer as the sender, except in follow-up messages of an ongoing conversation.

3.2 Message Opt-Out. The initial message that Customer sends to an individual must include the following language: “Reply STOP to unsubscribe,” or the equivalent using another standard opt-out keyword, such as STOPALL, UNSUBSCRIBE, CANCEL, END and QUIT. Individuals must also have the ability to revoke consent at any time by replying with a standard opt-out keyword. When an individual opts out, Customer may deliver one final message to confirm that the opt-out has been processed, but any subsequent messages are not allowed. An individual must once again provide consent before Customer can send any additional messages.

3.3 Periodic Messages and Ongoing Consent. If Customer wants to periodically send messages to an individual who earlier provided proper consent, Customer must include in the message a reminder to the individual about how to unsubscribe. If Customer sends more than one message in a given month, Customer needs to include the reminder in just one of those messages, not in all of the messages that Customer sends in that month. Customer must respect the message recipient’s preferences in terms of frequency of contact. Customer must proactively ask individuals to reconfirm their consent no less often than once every eighteen (18) months.

4. Age and Geographic Gating

If Customer is sending messages in any way related to alcohol, firearms, gambling, tobacco or other adult content, then additional restrictions apply. In addition to obtaining consent from every message recipient, Customer must ensure that no message recipient is younger than the legal age of consent based on where the recipient is located. Customer must also ensure that the message content complies with all applicable laws of the jurisdiction in which the message recipient is located.

5. Proof of Compliance

Customer must be able to provide proof that it has in place measures to ensure compliance with this Messaging Policy.

6. Prohibited Content

Even if Customer obtains consent from individuals, the following types of content are prohibited: (i) anything that is illegal in the jurisdiction where the message recipient lives (for example, messages related to the sale of recreational or medicinal cannabis in the United States are not permitted because United States federal law prohibits its sale); (ii) hate speech or harassment, or any communications from groups whose primary purpose is deemed to be spreading hate; (iii) fraudulent messages; (iv) malicious content, such as malware or viruses; and (v) any content that is designed to intentionally evade filters.