CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE ACCEPTING THEMAND USING ANY SERVICES ON THIS WEBSITE. THESE TERMS AND CONDITIONS REPLACE AND SUPERSEDE ALL PREVIOUS TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS AND DISPUTE RESOLUTION PROCEDURES. BY USING OUR SERVICES, YOU ARE ACCEPTING AND AGREEING TO ALL OF THESE TERMS AND CONDITIONS, INCLUDING THE MANDATORY MEDIATION AND ARBITRATION PROVISIONS SET OUT IN SECTION 10.0.I. THE COMPANY RESERVES THE RIGHT TO CHANGE THESE TERMS AND CONDITIONS AT ANY TIME WITHOUT NOTICE. ANY CHANGE TO THESE TERMS AND CONDITIONS SHALL BE EFFECTIVE IMMEDIATELY. YOU ARE RESPONSIBLE FOR FOLLOWING ANY CHANGES TO THE TERMS AND CONDITIONS. YOU SHOULD CONTINUE TO REVIEW THE TERMS AND CONDITIONS EACH TIME YOU ACCESS OUR WEBSITE AND USE OUR SERVICES. IF AT ANY TIME YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS, EXIT THE WEBSITE AND DISCONTINUE USE OF THE WEBSITE AND OUR SERVICES. ANY REQUEST BY YOU OR ANY THIRD PARTY TO AMEND OR CHANGE OUR TERMS AND CONDITIONS IS EXPRESSLY REJECTED. BY ELECTRONICALLY ACCEPTING THESE TERMS AND CONDITIONS, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTAND AND ARE AGREEING TO ALL OF THESE TERMS AND CONDITIONS.

PART I

• 1.0DEFINITIONS
• • "Account" means your registered account with us, through which you obtain access to and use of our Services, and includes all information and data which you input into your account, including without limitation, the designation of authorized users, passwords, and financial and billing information.
  • "Affiliate" means: (i) any person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company; and (ii) each officer, director, shareholder, agent, employee, supplier, or reseller of the Company. As used in this definition, "control" (including, with correlative meanings, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies.
  • "Aggregated Statistics" means data and information related to Your use of the Services that is used by Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
  • "Agreement" and "Terms and Conditions" mean the terms and conditions recited herein, as amended from time to time by the Company, and all documents, rules and policies referenced herein.
  • "Authorized User" means Your employees, consultants, contractors, and agents (i) who are authorized by You to access and use the Services under the rights granted to You pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder. "Company" means Drop Inc. which is also sometimes referred to as, "I", "we", "us" or "our".
  • "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of You or an Authorized User through the Services.
  • "Provider IP" means the Services, the Documentation, and any and all intellectual property provided to You or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Company’s monitoring of Your access to or use of the Services, but does not include Customer Data.
  • "Services" means any of the services offered or provided, from time to time, by the Company through this website, including by way of example only, Voice Broadcasts, DropVM^TM messages (Ringless Voicemail Drop Services), TextDrop^TM messages (Short & Long Code Message Services), or other telemarketing services, including any such services that utilize an Automatic Telephone Dialing System (ATDS), Automatic Dialing-Announcing Device (ADAD), or live transfers.
  • "Third-Party Service Provider" means any entity other than Company that may be involved in the performance of the Services, including by way of example cellular service providers and any other entities involved in the transmission, processing, and receipt of cellular telephone calls, voice mail messages, and text messages.
  • "Transmission" means (i) the act or process of sending or transmitting audio, visual, text, or other forms of content and materials by means of electronic communication by means of our Services, or (ii) such content and material itself, as the context requires.
  • "You" and "your" means a user, client, subscriber, customer, end user, or reseller, who is granted access and use of the Service by the Company.
• 2.0
  LEGAL CAPACITY. You represent and warrant that: (a) you have the legal right, capacity andauthority to agree to these Terms and Conditions as an individual or on behalf of a corporation orother entity; (b) you have attained the age of majority in the jurisdiction in which you reside andthat you are in any event at least 18 years of age; and (c) if you are utilizing the Services onbehalf of a corporation or other entity, all references to “you” and “your” in these Terms andConditions shall include such corporation or organization, jointly and severally with youpersonally.
• 3.0
  ACCESS ANDUSE OF YOURACCOUNT.
  • Provision of Access. Subject to and conditioned on Your payment of Fees and compliance with this Agreement, Company hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with this Agreement. Such use is limited to Your internal use.
  • Documentation License.Subject to this Agreement, Company hereby grants to You a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Your internal business purposes in connection with Your use of the Services.
  • Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. For example, and without limitation, You will not and will not otherwise permit any Authorized User to engage in any of the following activity using your Account:
    1. any criminal or illegal activity;
    2. the spoofing or impersonation of another person, corporation, organization or entity and/or the misrepresentation of the true originator of any message, call, or transmission;
    3. engaging in spamming and/or nuisance activities that violate anti-spamming laws and regulations;
    4. the international promotion of goods and services;
    5. the promotion and/or transmission of any message or content related to an illegal or improper financial scheme, such as Ponzi or Pyramid scheme, or gambling;
    6. the Transmission of any form of communication that is defamatory, hateful, discriminatory, unlawful, or an infringement of any person’s or group’s rights, or the Transmission of any incident, obscene, offensive, violent, threatening, pornographic, or sexually explicit content, images or materials;
    7. offering the sale or distribution of illegal and/or controlled substances, drugs, alcohol, animals or animal products, and/or other contraband materials;
    8. offering any emergency services or other public safety service through 911 or any other system;
    9. sending any messages to recipients who will incur charges;
    10. the transmitting or sending of any malware, viruses, bots, spyware, Trojan horses, worms, or any other form of harmful, disruptive or surreptitious program
        or code;
    11. any activity that adversely effects the operation, stability or reliability, of our Services or any activity that may subject us to third party liability or a third party claim;
    12. transmitting and/or misappropriating any content or intellectual property for which you do not have the right or authorization to use, including but not limited to trademark and copyright infringement, including any of our intellectual property;
    13. any activity that attempts to copy, reverse engineer or duplicate our website and/or Services or to bypass, circumvent, breach, disable, or impair any security feature of our Services;
    14. any use of our Services which in any manner interferes with or infringes upon any copyright, patent, trademark, know-how or other intellectual right or intellectual property of any other person or entity; or
    15. using our Services for any purpose not specifically authorized by us.

  • Reservation of Rights. Company reserves all rights not expressly granted to You in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this document grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

  • Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 7(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

  • Account Information Maintenance. You will immediately update your Account to reflect any changes to your contact information. You are solely responsible for your Account, its content, maintenance, confidentiality and security, including all passwords related to your Account and for any and all activities onyourAccount, with or without your permission. You will immediately notify us of anyunauthorized use, unlawful use, violation of this Agreement, and/or breach of security on your Account and, if we request, you will assist us with stopping and remedying anysuch breaches or violations.

  • Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Company may monitor Your use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. You acknowledge that Company may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.

• 4.0
  Customer Responsibilities: You are responsible and liable for all uses of the Services and Documentation resulting from access provided by You, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, You are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
• 5.0
  Audit Rights and Remedies: We reserve the right to audit your Account, your policies, practices, and procedures in using our Services, and your use of our Services at any time and from time to time. Without prior notice and without limiting any of our other rights and remedies, we may suspend, freeze, seize, restrict, and/or terminate yourAccount at any time, in our sole discretion, if we determine or believe that you have violated any of these Terms and Conditions and/or any Federal, State, local or international law, code, regulation, or rule. You shall fully cooperate with our personnel conducting such audits and provide all access requested by us to all records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information.Any failure on our part to take action in the event of a violation of any law, regulation, code, or rule shall not be construed as a waiver of any right that we have to enforce these Terms and Conditions.
• 6.0
  Disclosure Rights: We may disclose any and all information and data pertaining to your Account or your use of the Services to the extent such disclosurerelates to our complying with any applicable law, regulation, subpoena, or court order.
• 7.0
  ACCESS ANDUSE OF YOURACCOUNT.
  • Fees. You shall pay Customer the fees ("Fees") as set forth on our website when You access the Services without offset or deduction. You shall make all payments hereunder in US dollars on or before the due date set forth on the website. If You fail to make any payment when due, without limiting Company’s other rights and remedies: (i) Company may charge interest on the past due amount at the rate of 1.5% per monthcalculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) You shall reimburse Company for all costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 90 days or more, Company may suspend Your and Your Authorized Users' access to any portion or all of the Services until such amounts are paid in full.
  • Taxes. All Fees and other amounts payable by You under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.
  • Financial Auditing Rights and Required Records. You agree to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of twoyears after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Company may, at its own expense, on reasonable prior notice, periodically inspect and audit Your records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that You have underpaid Company with respect to any amounts due and payable during the Term, You shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 7(a). You shall pay for the costs of the audit if the audit determines that Your underpayment equals or exceeds 10% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement.
• 8.0
  Scrub and Other Obligations: At all times during the course of this Agreement, you shall implement all necessary policies and procedures to comply with the Telephone Consumer Protection Act (TCPA) safe harbor set forth at 47 C.F.R. § 64.1200(c)(2)(i) and the safe harbor for reassigned numberspromulgated by the Federal Communications Commission that was adopted on December 12, 2018 in that certain Second Report and Order release on December 13, 2018, as either may be amended from time-to-time. You will timely scrub any numbers uploaded to our Services against all applicable federal and state do-not-call lists in furtherance of your full compliance at all times with all federal and state do-not-call laws and regulations. You are solely responsible and liable for any violations of federal and state do-not-calllaws and regulations.Where required by applicable law or regulation, you will obtain the prior written consent from each recipient to contact such recipient.
• 9.0
  Special Considerations for Selected Services: As to the services identified below, and in addition to any and all other Terms and Conditions in this Agreement, you also agree to the following when using the following Services:
  • VMDrop^TM Messages.VMDrop^TM messages may in some circumstances make a partial ring or line "tap"or "ping" on a recipient’s phone.RVM maybe subject to regulatory content restrictions and state and/or federal laws. Before initiating any RVM campaign, it is your responsibility to obtain independent legal advice with respect to your specific use of RVM and to assure you compliance with all applicable local, state and federal laws and regulations, which may include, by way of example only: (a) having prior express written consent to contact all recipients; (b) scrubbing all contact lists against national and state do-not-call lists and your internal do-not-call lists; and (c) ensuring that all message content is compliant with applicable laws, including but not limited to clearly providing the true identity of the originator of the message at the beginning of all VMDrop^TM messages, the return telephone number and address, and providingopt-out options in messages.
  • Missed Call Terms. As an option for the Services, we may provide to you and you may elect to utilize a service option through which a missed call can be triggered for recipients’ phones and an accompanying VMDrop^TM message (peer-to-peer or otherwise) may be transmitted to the recipients (the "Missed Call Service"). To facilitate the Missed Call Service, we will provide You access to our Digital Identifiers to transmit the triggered missed call and accompanying VMDrop^TMmessage. Utilization of the Missed Call Service generally results in a higher number of callbacks from recipients. As such, in utilizing the Missed Call Service, in addition to the obligations outlined in Paragraph 7.0, You agree to indemnify, hold harmless, and defend us and our officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, that are incurred by us (collectively, "Losses"), arising out of or related to any third-party claim alleging any failure by you to comply with any applicable federal, state or local laws, regulations, or codes relating to Your use of the Missed Call Service.
  • SMS Terms (TextDrop^TM messages). As an option for the Services, we may provide to you and you may elect to utilize a service option through which we can trigger an SMS message with an accompanying voice message that may be transmitted to the recipients. To facilitate the TextDrop^TM message, we will provide You access to our Digital Identifiers to transmit the message (the "SMS Drop Service"). As such, in utilizing the SMS Drop Service, in addition to the obligations outlined in Paragraph 7.0, You agree to indemnify, hold harmless, and defend us and our officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, that are incurred by us (collectively, "Losses"), arising out of or related to any third-party claim alleging any failure by you to comply with any applicable federal, state or local laws, regulations, or codes relating to Your use of the SMS VM Service.