MESSAGING SUPPLEMENTAL TERMS AND CONDITIONS

Version 1 – Date of release: 20 May 2024.

These supplemental terms and conditions (“Supplement”) are part of an agreement for certain Dripcel services (“Agreement”) between Dripcel and Customer and apply solely to the Dripcel services referencing this Supplement, including SMS and/or MMS services (“Service”) and not any other Dripcel product or service.

Capitalized terms are defined in the Glossary below. Capitalized terms not defined in this Supplement shall have the meanings ascribed to them in the General Terms and Conditions for Dripcel Services (“GTC”).

Part A – Legal Terms

A1. Services

A1.1. Service Provider Conditions and Legal Compliance:

Notwithstanding Section 4.1 of the GTC, the Customer must comply with all Service Provider Conditions, relevant legal and regulatory requirements, and applicable industry guidelines related to Customer Data, Customer Services, Messages, or the use of the Service. If a Service Provider updates the Service Provider Conditions and/or the technical standards for delivering the Service, Dripcel may amend the terms and conditions for such Service with written notice to the Customer.

A1.2. End User Opt-In/Opt-Out Requirements:

The Customer shall only send Messages to End Users who have knowingly consented or “opted-in” to receiving them and who are aware of their rights to, and have access to, a free and easily accessible process for canceling receipt or “opting-out” of future Messages, such as by sending text responses like STOP, QUIT, CANCEL, OPT-OUT, and/or UNSUBSCRIBE. The Customer must immediately cease sending Messages to an End User who has opted out of receiving them. Upon Dripcel’s request, the Customer must provide proof of any opt-ins and opt-outs and demonstrate the response time for ceasing Message transmission after an opt-out, to Dripcel’s reasonable satisfaction.

A1.3. Supply of Customer Services:

The Customer must inform End Users that it is the originator and supplier of the Messages and provide appropriate contact details. The Customer bears sole responsibility for the actions, omissions, or breaches by End Users concerning the use of the Service, Customer Services, and the Messages, including Customer Data. The Customer must promptly inform Dripcel of any violation of the terms of this paragraph.

A1.4. Restrictions:

The Customer shall not use or permit the use of the Service:

(a) In any manner that violates applicable laws, regulations, industry guidelines, or codes of practice, or that infringes on the rights of any third party.

(b) To transmit any Message or electronic material (including viruses or other destructive computer programming routines) that causes, or is likely to cause, harm or damage to the Dripcel Network, any computer systems, telecommunications equipment, or mobile handsets owned by Dripcel or any other person, or to facilitate the transmission or use of any code allowing third parties to interfere with or access Customer Data.

(c) To send spam, junk mail, or unsolicited advertising or promotional Messages or materials, or to send or knowingly receive any Message or material that is obscene, offensive, abusive, harassing, misleading, fraudulent, violent, unethical, indecent, defamatory, discriminatory, threatening, libelous, unlawful, or menacing, or that promotes alcohol abuse or illegal drug use.

(d) To send any Messages containing medical or life-threatening emergency information if such a Message is the sole transmission channel to the End User regarding the emergency.

A2. Compliance

A2.1. Requirements:

The stipulations in Sections 2.5 and 4.1(c) of the GTC shall equally apply to requests, directives, and/or orders issued by any Service Provider.

A2.2. Responsibility:

Dripcel may, at its sole discretion, require the Customer to assume primary responsibility for any request or inquiry made under Section A2.1 regarding any Customer Service, Message(s), Customer Data, or resulting from the Customer’s use of the Service or any alleged or actual breach of this Agreement by the Customer.

The Customer agrees to bear full responsibility, at its own expense, for any such request or inquiry, including any associated costs, penalties, fines, sanctions, or analogous expenses that may arise. The Customer must provide all requested information to the relevant regulator or Service Provider (with copies to Dripcel) promptly in relation to such requests or inquiries.

A2.3. Effect of Termination:

The provisions of Sections A1.2 (“End User opt-in/opt-out requirements”) and A1.3 (“Supply of Customer Services”) shall survive the termination of the Agreement.

A2.4. Indemnity:

The Customer agrees to indemnify and, at Dripcel’s discretion, defend Dripcel, its Affiliates, and subcontractors against:

(a) Any claims, fines, penalties, losses, or other liabilities asserted against Dripcel, its affiliates, or subcontractors by any third party (including, but not limited to, other Dripcel customers, service providers, or governmental or regulatory authorities) in connection with Customer Data, Customer Services, Messages, or the Customer’s utilization of the Service. This includes any claim related to the infringement or misappropriation of any third party’s intellectual property rights or any breach of laws or regulations.

(b) All damages finally awarded against Dripcel, its Affiliates, and subcontractors in connection with these claims.

A2.5. Disclaimer:

The Customer agrees that neither Dripcel nor any Dripcel supplier will be liable, whether in contract, tort, or strict liability, to the Customer, any End User, or any other customer of the Customer for (i) any Messages that are deleted or not delivered for any reason, including but not limited to, message processing errors, transmission errors, or messaging network and/or service failures; or (ii) the accuracy of information provided through the Service.

Part B – Business Terms

B1. Customer Responsibilities

B1.1. Access and Connectivity

(a) Dripcel Network Connection: The Customer is solely responsible for establishing and maintaining its own equipment, software, facilities, and connection to the Dripcel Network at their own cost.

(b) Dripcel Dashboard: Dripcel may, at its discretion, provide the Customer with access to the Dripcel Dashboard, an extranet interface that offers statistical reports on Service activity. This access is for informational purposes only, and the data displayed is provided without warranties regarding its completeness or accuracy. The Customer agrees not to use or rely on this data for accounting or billing purposes.

(c) Access Numbers: The Customer acknowledges that Access Numbers used for Customer Services are the property of and subject to terms imposed by the authorized administering entity. Dripcel may obtain these Access Numbers for the Customer upon request, subject to availability and applicable Order Form conditions. The Customer may only use these Access Numbers for Service provisioning by Dripcel.

(d) Traffic Forecasts: The Customer must provide timely and accurate forecasts of anticipated maximum Message volumes, including peak hour, monthly, and quarterly volumes. If actual Message traffic exceeds 120% of the forecasted volume (“Burst”), Dripcel may suspend the Service immediately without liability. If the Customer fails to submit forecasts, Dripcel may, at its discretion, determine the volume that constitutes a Burst.

B1.2. Commercial Messages:

The Customer acknowledges that the Service is intended exclusively for Commercial Messages and not for mobile-to-mobile peer-to-peer messaging. “Commercial Messages” are defined as messages intended to promote or facilitate, directly or indirectly, the goods, services, or image of any commercial entity.

B2. Commercial Terms

B2.1. Price Adjustments:

Unless specified otherwise in an Order Form, Dripcel reserves the right to alter any fees at its sole discretion, provided that written notice is given to the Customer.

Glossary

1.1. “Access Number”

A sequence of digits that allows the Customer to send or receive Messages or calls as part of a Customer Service, including both short-codes and long-codes.

1.2. “Customer Service”

Refers to any marketing, advertising, promotional, informational program, initiative, or project conducted by the Customer using the Service.

1.3. “End User”

A person or entity that uses and/or receives a Customer Service.

1.4. “Message”

A digital message containing Customer Data, delivered via Short Message Service (SMS), Multi-Media Messaging Service (MMS), Internet Protocol (IP), or other technologies, protocols, or standards used for transmitting mobile digital content or information.

1.5. “Service Provider”

Any entity, including mobile network operators and mobile messaging aggregators, involved in supplying the Service.

1.6. “Service Provider Conditions”

The rates, terms, conditions, codes of conduct, or message content rules and restrictions imposed by Service Providers on the provision of the Service and the conduct of Customer Services. These conditions are a prerequisite for Dripcel to offer the Service and for the Customer to conduct Customer Services, and are either included in this Agreement or provided by Dripcel to the Customer in writing or by email from time to time.