Rival Messaging Supplemental Terms Addendum

This Supplemental Terms Addendum (“Addendum”) serves to amend the Order Form (“Order Form”) between SilkRoad Technology, Inc., d/b/a Rival (“Rival”) and the Client referenced in the Order Form, whereby Client has purchased a subscription to use the Rival Messaging software-as-a-service (SAAS) product (“Rival Messaging”). This Addendum supplements the terms and conditions referenced in the Order Form (“Terms”), but only applies to Rival Messaging, which is a Third-Party Application provided by a third-party vendor (the “Third-Party Vendor”). The terms and conditions which apply to the Hosted Services under the Terms shall apply to Rival Messaging along with the provisions of this Addendum. Capitalized terms not otherwise defined in this Addendum (including the Appendixes) shall have the meaning set forth in the Order Form and the Terms.

The parties hereby agree as follows:

1. Use of Rival Messaging. Client agrees to use Rival Messaging in accordance with the terms described in the Acceptable Use Policy attached as Appendix A hereto and the Messaging Policy attached as Appendix B to this Addendum.
2. Suspension of Rival Messaging for Ongoing Harm. Client agrees that Rival may with reasonably contemporaneous telephonic or electronic notice to Client suspend access to Rival Messaging if Rival reasonably concludes that Client’s use of Rival Messaging: (i) violates the Terms, the Addendum, the Acceptable Use Policy or the Messaging Policy. In the extraordinary event that Rival suspends Client’s access to Rival Messaging, Rival will use commercially reasonable efforts to limit the suspension to the offending portion of the Rival Messaging product and resolve the issues causing the suspension of Rival Messaging. Client further agrees that Rival shall not be liable to Client nor to any third party for any suspension of the Rival Messaging under such circumstances as described in this Section.

Appendix A

Rival Messaging
Acceptable Use Policy

This Acceptable Use Policy (the “Policy”) is an Appendix to the Supplemental Terms Addendum between SilkRoad Technology, Inc., d/b/a Rival and Client. This Policy applies to Client’s use of Rival Messaging. In the event of any conflict or inconsistency with the Terms referenced in the Order Form, this Policy shall take precedence. Rival may update the terms of this Policy from time to time by providing Client with prior written notice of material updates at least twenty (20) days in advance of the effective date, except where such changes are required by law or requirements of telecommunications providers. The updated version of the Policy will supersede all prior versions.

1. Definitions. Capitalized terms not defined in this Appendix A shall have the same meaning as in the Rival Terms.

2. Prohibited Uses. Client agrees not to use, and, not to encourage or allow any User to use, Rival Messaging in the following prohibited ways:

(i) Using Rival Messaging 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 Rival or its Third-Party Vendor or their respective Clients.

(ii) Attempting to bypass or break any security mechanism relating Rival Messaging or using the Rival Messaging in any other manner that poses a material security or service risk to Rival or its Third-Party Vendor or their respective Clients.

(iii) Reverse-engineering Rival Messaging software in order to find limitations, vulnerabilities or evade filtering capabilities.

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

(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 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; or (d) applicable data protection or privacy laws, regulations or legislation.

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

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

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

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

(xiv) Using Rival Messaging 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 Rival 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 forged email address or 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 Rival Messaging in any manner that causes a telecommunications provider to complain about such use to Rival or its Third-Party Vendor or materially violates the following: (a) industry standards, policies and applicable guidelines published by (i) the CTIA (Cellular Telecommunications Industry Association), (ii) the Mobile Marketing Association, or (iii) any other generally recognized industry associations; or (b) telecommunications provider guidelines and usage requirements as communicated in writing by Rival or its Third-Party Vendor.

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

(xvii) Using or attempting to use the Rival Messaging to contact or allow Users to contact emergency services.

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

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

Appendix B

Rival Messaging
Messaging Policy

This Messaging Policy (the “Policy”) is an Appendix to the Supplemental Terms Addendum between SilkRoad Technology, Inc., d/b/a Rival and Client. This Policy applies to Client’s use of Rival Messaging to send SMS messages. When using Rival Messaging to send SMS messages, Client is required to obtain proper consent before sending a message. In the event of any conflict or inconsistency with the Terms referenced in the Order Form, this Policy shall take precedence. Rival may update the terms of this Policy from time to time by providing Client with prior written notice of material updates at least twenty (20) days in advance of the effective date, except where such changes are required by law or requirements of telecommunications providers. The updated version of the Policy will supersede all prior versions.

1. Definitions. Capitalized terms not defined in this Appendix B shall have the same meaning as in the Rival Terms.

2. Consent

2.1 Proper Consent. Consent cannot be bought, sold, or exchanged. Client 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, Client must obtain agreement from the message recipient to communicate with them (“consent”). Client must make clear to the individual that they are agreeing to receive messages of the type the Client is going to send. Client needs to 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 Client completed a sign-up flow.

(ii) If Client does not send an initial message to that individual within thirty (30) days of receiving consent, Client will need to reconfirm consent (see “Double Opt-in” below).

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

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

2.3 Exceptions to Consent. There are two scenarios described below under which consent may be received differently. The two 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 contact, or Client has consent for informational content of the type noted above under Section 1.2 based on a prior relationship. These alternative scenarios include:

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

(ii) Client may send an outbound message that provides information requested by the individual, or that can be reasonably expected by the individual based on Client’s relationship with the individual. Examples of such messages include appointment reminders, receipts, one-time passwords, order/shipping/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 Client, 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. Client must use double opt-in consent in the following use cases: affiliate marketing including multi-level marketing (e.g., a marketing arrangement which an online retailer pays commission to an external website for traffic or sales generated from its referrals), lead generation services, sweepstakes, financial products (except where Client is a financial institution directly offering the product, such as debt refinancing, short-term credit offers, and payday loans), job alerts and work from home offers.

2.5 Double Opt-In Consent Process. The message recipient must knowingly provide consent to Client 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 they are agreeing to receive messages of this type. In Client’s first text message to that individual, Client must identify itself and prompt the individual to confirm their consent. For example, Client’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 you receive the confirmation “YES” may you send a follow-up message with information related to a topic listed above.

3. Message Requirements

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

3.2 Message Opt-Out. The initial message that Client sends to an individual needs to 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, Client 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 Client can send any additional messages.

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

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

5. Proof of Compliance. Client must be able to provide proof that it has in place measures to ensure compliance with this Policy.

6. Prohibited Content. Even if Client 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 laws prohibit 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.