Solutions by Text, LLC Acceptable Use Policy

This amended Acceptable Use Policy (“AUP”) replaces the Solutions by Text, LLC (“SBT”) Acceptable Use Policy in effect as of March 15, 2024. By beginning or continuing to use SBT’s software, products, and services (“Services”), Customer acknowledges and agrees to be bound by this Acceptable Use Policy unless otherwise expressly agreed to in writing by the parties.

1.1. Incorporation and Conflict. This AUP represents an integral component of the legally binding Subscription Agreement or other agreement between SBT and Customer to which this AUP is attached or incorporated by reference (the “Agreement’). This AUP is fully incorporated into the Agreement as if fully set forth therein. If there is a conflict between this AUP and the Agreement, this AUP will govern unless expressly stated otherwise. Capitalized terms not defined herein have the meaning given in the Agreement.

1.2. Scope. Any Customer utilizing SBT’s Services must comply with this AUP. By using or continuing to use the Services, Customer acknowledges and agrees to ensure its Users’ compliance with this AUP. This AUP applies to any messages or communications transmitted through or using the Services, including but not limited to Short Message Service (“SMS”) messages, Multimedia Message Service (“MMS”) messages, and Rich Communication Service (“RCS”), and OTT messages (collectively “Messages”).

1.3. Permitted Content and Uses. Any Customer utilizing the SBT Services will:

(a) Send only Messages that comply with all applicable laws and regulations governing the use of electronic communications and/or telecommunications services which apply to messaging services;
(b) Comply with all laws and regulations governing the content of messages and the time periods within which it is permissible to send them;
(c) Comply with industry codes of conduct dealing with the use of short codes, toll-free codes, and long codes;
(d) Comply with Brand and Campaign Registration requirements, and inform SBT if Customer’s Brand or Campaign registration(s) need to be updated in any way to remain compliant;
(e) Comply with all reasonable directions and instructions issued by SBT from time to time in relation to the Services;
(f) Comply with and always observe all applicable laws, regulations and codes and any directions, recommendations and decisions of any regulator;
(g) Honor all opt-out requests, whether they are made by text, phone call or email, unless legal authority or obligation to provide the message dictates otherwise;
(h) If utilizing a webhook, will comply with SBT Webhook Management Policy; and
(i) Comply with the rules and/or codes of conduct of the US Short Code Registry, Cellular Telecommunications Industry Association (“CTIA”), The Campaign Registry, the Mobile Network Operators, and other industry messaging partners which may be changed from time to time.

1.4. Prohibited Content and Uses. Customer agrees not to use the Services, or permit the Services to be used, to send, transmit or otherwise make available any Message containing material or content that, as determined by SBT or any regulatory authority, wireless carrier or industry standards body in its or their sole discretion, including but not limited to any Message that:

(a) infringes or violates a third party’s intellectual property rights, rights of publicity, privacy, or likeness, confidentiality, or the rights or legal obligations of any wireless service provider;
(b) is illegal, harassing, coercive, tortious, defamatory, libelous, abusive, threatening, obscene, invasive of another’s privacy, hateful, or otherwise objectionable;
(c) be used to convey Messages to any end-user, with a frequency and in numbers which are excessive in SBT’s reasonable opinion;
(d) could diminish or harm the reputation or business of SBT, SBT’s customers, suppliers, licensors, partners, end users, a wireless carrier and/or any other third-party service provider involved in the provision and execution of the Services;
(e) consists of information that Customer knows, has reason to know, or should have known is false or inaccurate;
(f) is alcoholic beverage-related (e.g., beer, wine, or liquor), tobacco-related (e.g., cigarettes, cigars, pipes, chewing tobacco), guns or weapons-related (e.g., firearms, bullets), illegal drugs-related (e.g., marijuana, cocaine), pornographic or obscene (e.g., adult themes, sexual content), crime-related (e.g., organized crime, notorious characters), violence-related or intended to incite violence (e.g., violent games), death-related (e.g., funeral homes, mortuaries), hate-related (e.g., racist organizations), gambling-related (e.g., casinos, lotteries); or otherwise related to any business prohibited by law;
(g) has content that is discriminatory or exhibits prejudice based on age, gender, race, ethnicity, country of origin, religion, sexual orientation, disability, geographical location, or any other protected status;
(h) specifically mentions any wireless carrier or copies or parodies the products or services of any wireless carrier;
(i) contains a virus, Trojan horse, worm, time bomb, cancelbot or other computer programming routine intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information;
(j) is false, misleading, or inaccurate;
(k) is improper, fraudulent, immoral or has an unlawful purpose;
(l) is defamatory, offensive, illegal, abusive, obscene or menacing character or nature;
(m) would expose SBT or any third party to liability;
(n) contains any signal or impulse that could cause electrical, magnetic, optical, or other technical harm to SBT or a third party;
(o) attempts to find inadequacies, limitations, or vulnerabilities in the Services;
(p) facilitates a denial of service attack on the Services;
(q) disrupts or adversely impacts the availability, quality, or stability of the Services;
(r) violates any applicable law or regulation of any applicable jurisdiction, including, but not limited to: applicable laws or regulations related to the transmission of data, import/export, the recording or monitoring of phone calls and other forms of communication; unsolicited advertising, marketing, or transmission of communications (including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM”) and similar state and local laws, the Canada Anti-Spam Law (“CASL”), the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act); debt collection practices (including without limitation the Fair Debt Collection Practices Act); and privacy and data security (including without limitation the Gramm-Leach-Bliley Act of 1990);
(s) transmits unsolicited communications, commercial or otherwise;
(t) uses the Services or permit the Services to collect information about individuals without their explicit consent or as otherwise required by law;
(u) records or monitors any communication without the consent of all participants;
(v) may not be made available under any law, contractual obligation or fiduciary duty;
(w) uses a false identity or forged phone number or otherwise attempts to mislead the recipient or others as to the identity of the sender or the origin of the Message;
(x) allows a recipient to connect with emergency services personnel or public safety answering points such as 911 or E911 services;
(y) states or implies any approval by SBT of any Messages that you send using the Services or refer to SBT in any way without SBT’s prior written approval; or
(z) violates any applicable industry standards, policies, or guidelines published by the CTIA, the Mobile Marketing Association (“MMA”), The Campaign Registry, Inc., any wireless carrier, or any other messaging industry network service provider, participant or standards body.

1.5. Other Prohibited Actions. Customer shall not:

(a) use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services, except as expressly permitted under this AUP or the Agreement;
(b) reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Services;
(c) interfere with or disrupt the integrity or performance of the Services, including by disrupting the ability of any other person to use or enjoy the Services;
(d) provide use of the Services on a service bureau, rental, or managed services basis, provide, or permit other individuals or entities to create Internet “links” to the Services or “frame” or “mirror” the Services on any other server, or wireless or Internet-based device;
(e) access the Services for the purpose of developing, marketing, selling, or distributing any product or service that competes with or includes features substantially similar to the Services;
(f) violate any applicable local, state, provincial, federal, or international law or regulation, or use the Services for any illegal, unauthorized, or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;
(g) remove or obscure any proprietary notice that appears within the Services;
(h) impersonate any person or entity, including SBT personnel, or falsely state or otherwise misrepresent your affiliation with SBT, or any other entity or person;
(i) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
(j) use content or measures intended to evade mechanisms, filters and detection capabilities designed to identify unwanted messages, including spreading similar or identical messages across many phone numbers with the intent or effect of evading filters (commonly referred to as “snowshoeing”), intentionally misspelled words, or non-standard opt-out phrases created with the intent to evade filters;
(k) take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure;
(l) use the Services to harvest or otherwise collect information about individuals, including email addresses or phone numbers, without their explicit consent or under false pretenses;
(m) perform benchmarks or comparative tests or evaluations of the Services; or
(n) use spiders, crawlers, robots, scrapers, automated tools, or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services.

1.6. Consent. Customer shall not use the Services or permit the Services to be used to send Messages to any end-user without that end-user’s consent to receive them. Terms of consent may vary by use case and by locality, Customer must ensure it is compliant with all federal, state, and industry rules and regulations.

1.7. Revocation of Consent. Customer must give all end-users the right to opt out of receiving any further messages sent by Customer for commercial purposes. Customer shall promptly process any end-user’s election to opt out. Customer shall not use the Services to transmit or distribute bulk unsolicited Messages unless permitted by law, and shall not use the Services to send Messages to persons who have requested to stop receiving Messages. Customer shall provide recipients of Messages with conspicuous notice in a manner compliant with applicable law of their ability to opt out from receiving any future text messages. To the extent required by applicable law, Customer has the sole responsibility to track and record all such requests and consents.

1.8. Notification. Customer is solely responsible for any actions it takes or its Users take within Customer’s account with SBT. Customer agrees to immediately notify SBT of any violation of this AUP, unauthorized use of the Services, or breach of security or access related to the Services known to Customer. Customer shall cooperate with SBT in any investigation and other action taken related to suspected or known violations of this AUP. Customer will, upon request, provide SBT, its messaging partners, or any Mobile Network Operator or regulator with any information relating to your use of the Services that the requesting party reasonably requires. Customer is responsible for ensuring that any information relating to Customer’s end-users, including (but not limited to) Customer’s end-user data, is accurate and complete. At SBT’s request, Customer shall provide SBT, its service providers, and/or any Mobile Network Operator with proof of any and all opt-in(s) and opt-out(s), and response time. Where requested by SBT, you will promptly provide SBT with a representative forecast of your service needs for the requested period, including (but not limited to) all reasonable details required for SBT to plan network capacity requirements.

1.8. Data. Customer warrants that they are the sole owner or licensor of all rights in their end-user data, or Customer has obtained all necessary rights, licenses and consents from all relevant third parties to enable Customer, SBT and SBT’s sub-contractors to use the end-user data for the purposes of the Agreement. Customer acknowledges that the Services are not to be used in any way to transmit full names, driver’s license numbers, addresses, Social Security numbers, passwords, personal health information, [payment card or bank account information, insurance information, nonpublic personal information (including as defined under the Gramm-Leach-Bliley Act and its implementing rules) or any other information that is private and sensitive in nature (“Sensitive Data”). CUSTOMER WILL NOT AND WILL NOT REQUEST ANY SUBSCRIBER TO TRANSMIT, SUBMIT, UPLOAD OR OTHERWISE MAKE AVAILABLE ANY SENSITIVE DATA TO SBT, WHETHER DIRECTLY, INDIRECTLY OR THROUGH THE SERVICES. ANY TRANSMISSION OF SENSITIVE DATA TO END USERS THROUGH SBT’S API, UI, INTELLECTUAL PROPERTY, OR SERVICES IS DONE SOLELY AT CUSTOMER’S RISK. SBT WILL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH ANY EVENTS INVOLVING SENSITIVE DATA TRANSMITTED OR PROCESSED VIA SBT’S API, UI, INTELLECTUAL PROPERTY, OR SERVICES UNLESS OTHERWISE PROVIDED IN THE AGREEMENT.

1.9. Monitoring and Enforcement.

(a) SBT and its third-party service providers reserve the right, but do not assume the obligation, to monitor for and investigate any violation of this AUP or misuse of the Messaging Services. We or they may remove, disable access to, or modify any content or resource that violates this AUP, the Agreement, or any other agreement with Customer related to the Services. SBT and its third party service providers may report any activity suspected of violating any law or regulation to appropriate law enforcement authorities, regulatory authorities, wireless carriers or standards bodies, or other appropriate third parties, which reporting may include disclosure of appropriate customer information, and may also cooperate with such authorities or third parties to help with any investigation or prosecution of illegal conduct by providing information related to alleged violations of this AUP. In the event SBT has reason to believe Customer content being transmitted is unauthorized, prohibited, in any way illegal or otherwise not allowed, SBT has the right to take any steps or measures necessary to safeguard SBT’s as well as its messaging partners’ security. Furthermore, SBT shall not be liable or obligated to deliver such messages to the end-user(s) nor shall the Customer be entitled to seek refunds, chargebacks or other forms of compensation in relation to the messages from this section.
(b) A high volume or percentage of opt-out messages may result in suspension or termination of a specific messaging campaign and/or blocking of sending numbers. Messaging campaigns that yield high opt-out rates may suggest compliance issues with the campaign, content or opt-in list. SBT will monitor STOP and HELP responses, and a campaign may be flagged for monitoring and/or a consent audit if opt-out rates exceed .5% per messaging campaign blast. The daily opt-out rate on a messaging campaign is defined as the total number of unique consumer phone numbers divided by the unique opted-out consumers that were sent messages within 24 hours. If opt-out rates exceed greater than 4% opt-out within 24 hours, immediate suspension of the messaging campaign, root cause analysis of the issue and consent audit could be triggered.

1.10. Updates. SBT may update this AUP upon providing Customer with thirty (30) days’ written notice in advance of the updated AUP’s effective date (the “AUP Update Date”). The updated AUP will supersede all other versions unless otherwise provided. If changes to the AUP are required by law, mandates from telecommunications providers, or any other necessary requirements that need to be incorporated into the AUP immediately, SBT will not be able to provide thirty (30) days’ written notice to Customer. If any changes to the AUP are required immediately, Customer will be notified in writing as soon as commercially reasonable. Customer’s continued use of the Services after the AUP Update Date shall constitute Customer’s acceptance of and assent to the updates set forth in the updated AUP.

1.11. General. This AUP and any dispute arising out of it or in connection with it shall be subject to the terms and conditions of the Agreement.