The following support services are excluded fromthe Services and may result in additional Fees to the Customer:

Should you subscribe for our “Freemium” Subscription package, the subscription is subject to the following additional conditions (in addition to the other terms and conditions set for thherein):

Customer is solely responsible forthe Content (as defined in Section 8.8 below) contained in a Message sent to orviewed by a Recipient using the Services. Customer is solely responsible for the transmission of Messages via the Mobiz platform. Customer hereby authorizes and permits Mobiz to alter and encode the Message into other formats, store it, and transmit it via third parties to mobile devices (and anyother means of viewing the Message). Notwithstanding any such activities taken by Mobiz, Mobiz shall never be considered a “sender,” “transmitter,” “initiator,”“telemarketer,” or any other related term as defined under the TCPA or similar laws or regulations, including state laws. Recipient

Subject to the Order Form, message and datarates may apply when using the Services by Customer and by a Recipient when receiving or accessing a Message. It is solely Customer’s responsibility to notify each Recipient of such charges in each instance, as itmay apply to the Recipient.

The Services may include links to other internet sites, including that of a Mobiz partner or customer (“the other sites”). Mobiz does not endorse the other sites and is not responsible for the information, material, offers, products, opinions, or services contained on or accessible through the other sites. Hyperlinks to the other sites do not imply any endorsement, agreementon or support of the content or products of the other sites by Mobiz.

Any opinions, statements, services, offers or other information or content expressed or made available on the Services and/or Website by any third party are those of the respective authors or distributors and not Mobiz.

We do not guarantee that Messages transmitted via the Mobiz platform will be viewable or functional on all hardware devices receiving the Message. For example, new messaging formats received by older devices may not be easily viewed.

Not all language scripts may beused when creating and/or sending a Message, and attempting to create a Message using a language script outside of the use of the English character set script(“UCS2” or “GSM7”), may affect the number of characters or lay-out or length ofa Message, or may not be able to be represented at all.

When sending Messages to Recipients that require access to or viewing of QR codes, Customer understands and agrees that such Messages may only be accessible by Recipients using web-enabled cellphones or tablets. Customer acknowledges and agrees that Mobiz is not responsible for ensuring such accessibility.

Customer acknowledges and agrees that all content, data, text, messages and other material (“Content”) contained in a Message sent by Customer or its Users through the Services are the sole responsibility of Customer.  Under no circumstances will Mobiz or any of its affiliates, agents, employees, contractors, lawyers or providers be responsible for any loss, damage, or liability arising out of the Content or any Message, including without limitation any mistakes contained in the Contentor Message, the use, transmission or delivery of the Content or Message, or anyservice outages or transmission delays. Without limitation, Customer acknowledges that Customer, and not Mobiz, is solely responsible for the timing, integrity, quality, and legality of, and for all claims, liabilities, and other effects resulting from, any Content or Message or transmission thereof.

Customer represents and covenants that it will not use the Services to send or cause to be sent any Message which the Recipient has not expressly consented to receive. Customer will maintain records of opt-in consents for a minimum of four years and shall develop and maintain a corporate policy for the retention of such consents. Customer also represents and covenants that it will not send or target any Message on the basis of anyrented or purchased lists, email append lists, “scraped” lists, or any list that contains contact information captured via any method other than opt inpermission specifically granted to the Customer. Customer acknowledges and agrees that it is Customer’s sole responsibility to obtain prior consent from Recipients prior to sending any Message. Customer represents and covenants that it will not send or cause to be sent any Message to any Recipient or number that has previously been placed on a state or federal “Do Not Call” list unless Customer has first obtained and recorded an adequate, up-to-date opt-in consent from such Recipient. Customer represents and covenants that it will not send or cause to be sent any Message to any Recipient or number unless and until Customer has reviewed the relevant number against all state and federal number reassignment databases and taken steps to ensure that the numbers have not been reassigned since adequate consent was obtained. Customer represents and covenants that it will inform Recipients of the ability to opt out of future Messages ina manner that complies with all applicable law, and Customer will honor all Recipient opt-out requests as required by law. Customer represents and covenants that it will honor opt outs through any reasonable means and will not rely solely on a pre-setlist of opt-out terms. Customer acknowledges and agrees that Mobiz may directlyen force any opt-out request Mobiz views or receives, though Mobiz is under no legal or contractual obligation to do so, and Mobiz will have no liability to customer for failure to enforce any opt outs. Customer represents and covenants that all Messages will contain caller identification information as required by law, including without limitation the TCPA. Customer represents and covenants that it will not send or cause to be sent any Message to any Recipient outside of the hours prescribed by relevant law, including without limitation the TCPA. As between Customer and Mobiz, Customer affirms that it is solely responsible for complying with all laws, rules and regulations, including maintaining anaccurate record of the status of a recipient’s consent, Do Not Call requests under federal or state law, revocations of consent, and any other Do Not Call obligations, including maintaining records of the language consented to and the date of consent and revocation, if applicable, and all such records will be retrievable. Upon request by Mobiz, Customer will provide Mobiz or its designees complete and accurate copies of and proof of such Recipient consentstat us. Notwithstanding that Mobiz may offer functionality or services designed to aid in recording consents, Customer acknowledges and agrees that it, not Mobiz, is responsible to maintain all consent records as required by law.

Customer represents, warrants, and covenants that:

Customer acknowledges and agrees that Mobiz utilizes third party internet, mobile,telecommunication providers to provide the Services, including Messages. Customer will not cause Mobiz to become non-compliant with any such third party terms, conditions or restrictions regarding the Content, transmission, or timing of Messages. Customer acknowledges and agrees that its continued use of the Services may be subject to additional acceptable use, anti-spam, or technical use policies made available to Customer from Mobiz at any time, including requirements of third parties. Customer acknowledges and agrees that Mobiz Services may become unavailable, and Mobiz shall not be in any way liable to Customer or Recipients if Mobiz agreements with its third-party mobile carriers,telecommunication carriers and companies, internet service providers, service providers and/or our or their designees or service partners become terminatedor expired, including if Mobiz Services become unavailable or unreliable as aresult. Delivery, delivery timing, and deliverability of text/MMS/SMS messagesare not guaranteed by Mobiz and may be impacted by third party internet, mobile or telecommunication carriers, service providers and/or their designees or service partners.

Customer acknowledges and agrees that Mobiz may, without penalty or liability, immediately suspend, limit or terminate the availability of the Services (and any elements and features of them), in whole or inpart, for any reason, in Mobiz’s sole discretion, and without advance notice. This includes, without limitation: (i) where one of Mobiz’s third party internet, mobile, telecommunication providers directs Mobiz to suspend, limit or terminate Services; (ii) where Customer fails to provide evidence, upon request, of Customer compliance with law or related text messaging practices (such as consent collection and management processes); or (iii) in the event of any legal claims, litigation, arbitration, or other legal actions against Mobiz regarding Customer’s Content or Messages, or the transmission thereof, and/or any violations of any law or conditions set forth herein. Though it is not required to do so, Mobiz may at its sole discretion decide not to transmit particular Messages. Customer agrees that it will not construe any such decision by Mobiz as legal or other advice to Customer.

Customer hereby authorizes Mobiz, third party mobile carriers, telecommunication carriers and companies, internet service providers, service providers and/or our or their designees or service partners to monitor Customer’s use of messaging services for fraud,abuse or non-compliance with law or their policies, and to take steps in their absolute and sole discretion, and without liability to Customer, to prevent or limit such activity as assessed by us or them. Customer agrees to timely cooperate and comply at Customer’s sole expense with any audit or informational requests from Mobiz, third party mobile carriers, telecommunication carriers and companies, internet service providers and our or their auditors, designees or regulators, including to audit, review, or gather information about Customer’s use of Mobiz’s Services, and including to demonstrate Customer’s compliance with applicable law. Customer specifically understands and agrees that Customer’suse and continued use of the Services may be subject to Customer’s provision of information, including in a form required by Mobiz, regarding the specific notice, consent, messaging content, recipientlist, Do Not Call lists, Do Not Call policies and/or procedures, and other details of Customer’s planned and other messaging campaigns. Mobiz may share such information with third parties, including third party mobile carriers, telecommunication carriers and companies, internet service providers and our or their auditors, service providers, designees or regulators, including inconnection with reviews for compliance or best practices. Customer will not construe any such compliance or best practices review as legal or other advice to Customer. No attorney-client relationship is established between the parties.

Notwithstanding that Mobiz may offer or provide template messaging, notices, java scripts, consents, or other materials supporting Customer messaging, or may facilitate or conduct reviews of Customer’s messaging practices, Customer acknowledges and agrees that Mobiz is not and shall have no responsibility to advise or ensure that Customer’s use of Mobiz services, including Messages, complies with law or is fit for any particular purpose. Customer acknowledges and agrees that Mobiz does not provide legal advice. If using any artificial intelligence-related service or functionality available via the Services, Customer acknowledges that it is solely responsible for all use or reliance (including action or inaction) with respect to the same, including compliance with law.

Customer hereby acknowledges that Mobiz merely provides software for facilitating the transmission of Customer’s Messages, and that Customer shall have sole responsibility and liability for its Messages and communications. Customer acknowledges and agrees that Customer is, and Mobiz is not, the “initiator” of any Message or Content under relevant law, including without limitation the TCPA.

Customer acknowledges and agrees that Mobiz may at any time require Customer to procure telephone numbers (including long or short codes) to be used to send Messages on behalf of Customer in order to facilitate the Services. Mobiz may, but isunder no obligation to, procure or provide such numbers to Customer as a part of the Services.

Customer acknowledges and agrees that Mobiz isnot obligated to provide Services unless and until Customer is deemed by Mobiz, in Mobiz sole discretion, to be suitable based on any suitability checks, “know your customer” processes, or other diligence, review, or assessment whichMobiz, its vendors, service providers, or other third parties may choose to conduct. Customer will provide all documentation, responses, or other information requested by Mobiz, its vendors, service providers, or other third parties, related to such checks, processes, diligence, reviews or assessments. For clarity, Mobiz’s conduct of such checks, processes, diligence, reviews or assessments shall not be construed to limit Customer’s obligations here under, nor shall they be construed as any opinion to Customer that its use of the Services meets any legal, business, or other requirement.

Customer acknowledges and agrees that Mobiz may, in its sole discretion, require Customer to obtain certain types and amounts of insurance coverage, including but not limited to TCPA or text messaging insurance. Customer will comply with any such requests by Mobiz. Mobiz will not be required to provide Services unless Customer complies with such requests, and if Customer does not obtain or maintain the amount and type of insurance required by Mobiz, Mobiz may immediately terminate the provision of Services without liability to Customer.

To the maximum extent permitted by law, Mobiz hereby disclaims all warranties and guarantees with respect to Messages, Content, the transmission thereof, and Message-related Services. Mobiz hereby specifically disclaims any warranty as to legality, compliance with law, fitness for aparticular purpose, title, or reliability of Messages, Content, transmission thereof, or Messge-related Services. Mobiz specifically disclaims any responsibility for ensuring that the Messages, Message-related Services, or the Content, form, transmission, or delivery of Messages is appropriate, complies with law, or is fit for any particular purpose. This disclaimer applies without limitation to the timing of Message delivery to Recipients. Notwithstanding that Mobiz may facilitate or conduct reviews of Customer’s messaging practicesor may refuse to send or facilitate the sending of Messages, Customer acknowledges and agrees that Mobiz does not and shall not have anyresponsibility to advise or ensure that Customer’s use of Mobiz Services, including Message-related Services, complies with law or is fit for any particular purpose. Customer acknowledges and agrees that Mobiz does not act as an attorney or provide legal advice. Customer agrees to hold harmless Mobiz and any of its affiliates, agents, employees, contractors, lawyers, or providers for any loss, damage, or liability arising out of the content, delivery, transmission, delay or failure to deliver, and/or delay or failure to transmit any Message through the Services. Mobiz expressly disclaims any responsibility or liability on its part for such loss, damage, and liability.

Except as expressly set forth in the Terms or a supplemental agreement, you represent, warrant, and covenant to Mobiz that you will not (and shall not permit any third party to), directly or indirectly:

You understand and agree that Mobiz and its designees retain the right, but not the obligation, in its sole discretion to pre-screen, refuse, or remove any Message or Recipient information via the Service, to the fullest extent permissible by law.

Mobiz reserves the right to refuse, suspend, terminate any Message or Account at any time, and without warning that, in its opinion, is related to any type of unacceptable content.

You must notify Mobiz immediately upon becoming aware of or reasonably suspecting any unauthorized access to oruse of the Services and/or your Account and take steps to mitigate any resultant loss or harm.

The Website is only available on compatible devices connected to the internet. It is your responsibility to obtain these devices and any data network access necessary to utilize the Website. The network’s data and messaging rates and fees may apply if you use the Website and you shall be responsible for such rates and fees. 

Customer further represents, warrants, and covenants that it will not:

The following additional terms apply to the purchase of any Subscription or Services from Mobiz via the online store of the Website:

Conclusion of sale:

Choosing and amending a Subscription Service:

The Order Form you conclude with Mobiz via the Website or otherwise will detail the duration of your chosen Subscription or Service with Mobiz as well as any unique allowances or conditions.

Unless otherwise stated in an applicable Order Form, the Agreement shall commence upon the date you first access the Services, and, unless earlier terminated in accordance with these Terms, shall last until the expiration of your access to the Services as setforth in the applicable Order Form.  

For each Order Form, unless otherwise specified therein, the “Order Form Term” shall:

In the event that Mobiz restructures its corporate entities, Mobiz reserves the right to terminate the Agreement and/or transfer its rights to a related entity in connection with there structuring.

Customer’s ability to make use of various parts of the Website or particular Services may be regulated by applicable know-your-customer (“KYC”) and/or anti-money laundering (“AML”) laws and the respective rules and regulations there under.

Accordingly, Mobiz may, at various times and depending on a range of factors as determined and applied in its sole discretion (including the amount of transactions conducted and/or the nature of Customer), require that Customer submit certain information to Mobiz to enable Mobizto comply with KYC and/or AML laws and requirements. This information may include, without limitation, identity documents, passport documents and/or bank account information. Mobiz reserves the right to limit or terminate Customer’s (or any User’s access and use of the Services should Customer (or any User) fail to adhere to these requirements, as determined by Mobiz in its sole discretion. Mobiz also reserves the right to share this information with any legal authority when required to do so under applicable laws.

Customer acknowledges and agrees that Mobiz may, in its sole discretion, restrict any transactions by Customer or any of its Users that may violate applicable law or Mobiz’s internal KYC orAML requirements or policies as updated from time to time.

If you choose to provide suggestions, ideas or other feedback to Mobiz (“feedback”),the feedback does not create any confidentiality obligation for Mobiz. We acknowledge that feedback is provided ‘as is’ and without warranty of any kind. You grant us a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, fully paid-up license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform such feedback or the ideas or suggestions included therein (including ideas for new or improved products, features, technologies, content, visuals, strategies, names, computer code and/or services). You also grant Mobiz the right (but not the obligation) to use your name in connection with your feedback and any other information presented to us as well as in connection with Mobiz advertising, marketing and promotional material.

The Services may operate on, withor using application programming interfaces (APIs) and/or other services operated or provided by third parties (each, a “Third-Party Service”),including without limitation through integrations or connectors to any such Third-Party Service that are provided by Mobiz. Customer is solely responsible for procuring any and all rights necessary for it to access a Third-PartyService (including the transfer and storage of any Customer Data or other information) and for complying with any applicable terms or conditions thereof.

Mobiz is not responsible for the availability oroperation of any Third-Party Service. Mobiz does not make any representationsor warranties with respect to any Third-Party Service and is not liable for anydamages incurred by Customer’s (including loss of data or other consequentialloss) due to a Third-Party Service.Any exchange of data or other interaction between Customer and a Third-Party Service provider is between Customer and such Third-Party Service provider and is governed by that thirdparty’s terms and conditions.  

Customer acknowledges that an integration failure or system miscommunication may result in Customer erroneously gaining or losing Credits or Service functionality (e.g., failed voucher or couponcode or incorrect Account crediting).  In such an instance, we will rectify the issue as soon as possible upon being madeaware of the issue (assuming it is something we can indeed correct). Similarly, Customer acknowledges and agrees that benefits may unfairly or unjustifiably accrue to it due to such a Third-Party Service failure; in such an instance, Mobiz may unilaterally revoke or correct Customer’s Account without liability.

All material, information, data, software, documentation, icons, text, graphics, lay-outs, images, sound clips, advertisements, video clips, forms, templates, trade names, logos, trademarks and/or service marks, designs, copyrights (as well as the organization and layout ofthe Website and Services), together with the underlying software code in use with respect to the Website and Services (collectively, “the Mobiz intellectual property”) are owned (or co-owned, or licensed, as the case may be) by Mobiz, its members, associates, and/or partners, whether directly orindirectly, and as such, are protected from infringement by domestic and international legislation and treaties.  

Subject to the license rights afforded to you in these Terms and any supplementary agreement (if applicable),all other rights to the foregoing Mobiz intellectual property, including without limitation the Services and Website and the content of such Services and Website, are expressly reserved by Mobiz. You may not copy, download, print, modify, alter, publish, broadcast, distribute, sell or transfer any ofthe intellectual property, editorial content, graphics or other material, whether in whole or in part, without the written consent of Mobiz first being granted, which consent may be granted or refused in Mobiz’ sole discretion. No modification of the intellectual property or editorial content or graphics is permitted.

Mobiz reserves the right to make improvements or changes to the Services and/or Website and/or to the intellectual property embodied within the Services or Website (including without limitationany information, artwork, graphics or other materials incorporated therein) at any time without notice.

If you believe that content accessible on the Website or Services infringes your copyright, you may request removal of such content by contacting Mobiz and providing the following information:

The Takedown Request can be sent to any of the following:
Physical Address: 11720 Amber Park Drive,
Suite 160,Atlanta, GA 30009
Phone: 855-962-3879
Email: help@getmobiz.com
Please include the subject line: Takedown Request

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALLOF WHICH ARE EXPRESSLY DISCLAIMED. MOBIZ SHALL TAKE COMMERCIALLY REASONABLE EFFORTS TO ACCURATELY REFLECT THE DESCRIPTION, AVAILABILITY, COMPOSITION ANDPRICE OF OUR SERVICES ON THE WEBSITE (INCLUDING ANY PACKAGES DESCRIBED THEREON); HOWEVER, SHOULD THERE BE ANY ERRORS OF WHATSOEVER NATURE ON THE WEBSITE, WESHALL NOT BE LIABLE FOR ANY LOSS, CLAIM OR EXPENSE RELATING TO A TRANSACTION BASED ON ERRONEOUS INFORMATION (OTHER THAN, IN THE CASE OF AN INCORRECT PURCHASE PRICE, REFUNDING TO YOU ANY AMOUNT ALREADY PAID).

By using the Website and/or the Services, you warrant that:

you have read and agree to these Terms (and the Support Policy, Privacy Policy and AI Agreement incorporated herein by reference) and will use the Services in accordance with such terms, the terms of any supplementary agreement and any Third-Party Service provider terms applicable to your use of the Services;

you will comply with all applicable laws and regulations of the country or region in which you reside or use theServices or that may apply to your Recipient, which may include but are notlimited to those applicable to promotions, contests, coupons, marketing, advertisement, data privacy and protection, intellectual property, export control, domestic and international communications, RSA Mobile Marketing Association (“MMA”), RSA Wireless Application Service Providers’Association (“WASPA”), RSA Consumer Protection Act (“CPA”),RSA Protection of Personal Information Act (“POPIA”), US CAN-SPAM Act, US Telephone Consumer Protection Act (“TCPA”) and the US Do-Not-Call Implementation Act, including any regulations or guidelines promulgated thereunder and as such laws, regulations and guidelines may be amended from time to time;

you agree and understand that Customer is responsible for all of Customer’s (and its Users’) activity in connection with the Service or Account, including but not limited to uploading data onto the Service (data uploaded by Customer to our Service, “Customer Data”);

you use the Services at your own risk. Mobiz does not guarantee that the Services, or any portion thereof, will function on any particular hardware or device. While Mobiz undertakes commercially reasonable efforts to achieve a 99% uptime, Mobiz relies on external suppliers to transmit messages to and from mobile devices and has no responsibility for the timeliness, mis-delivery, deletion or failure to store Recipient communications. The external suppliers include but are not limited to intermediary aggregators between Mobiz and mobile carriers, the mobile carriers, server hosting companies, internet service providers and others (each of which have their own terms);

you have not made any misrepresentations and the information provided in the Account registration process about you, your company and/or your status is true, accurate and complete in every aspect;

you will not transmit content that you do not own or do not have the right to publish or distribute;

you will not facilitate or assistany third party in doing any of the above activities. Your breach of any of the foregoing warranties will constitute a material breach of these Terms, entitling Mobiz to exercise any and all rights and remedies available to it under these Terms, at law or in equity.

IN NO EVENT SHALL MOBIZ, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BELIABLE UNDER CONTRACT, DELICT, STRICT/DIRECT LIABILITY, NEGLIGENCE OR ANY OTHERLEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THE TERMS (I)FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II)FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO MOBIZ HERE UNDER IN THE TWELVE (12)MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER. Some jurisdictions do not allow the disclaimer of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the disclaimers and limitations may not apply to you.

Mobiz relies on information supplied to it by Customer to communicate with Customer’s Recipients using the Services, and Mobiz accordingly bears no liability for any inaccuracies in such information supplied to it, including the account information, contact detailsor content sent to an Recipient. Mobiz bears no responsibility for and shall have no liability to Recipient as a consumer in terms of relevant consumerprotection laws. Mobiz bears no responsibility for: (a) acquiring consent of any kind or managing a Recipient’s opt out through the Services for Customer; (b) providing any copies or access to consumer information;; (c) complying with special consumer protection requirements on instruction from Customer; or (d) ensuring compliance with Recipient rights under privacy or other applicable laws.

Mobiz will not be liable for any loss that you or any User may incur as a result of an unauthorized user using an Account, either with or without your knowledge. To the extent permissible by law, you shall be liable for any expenses, including usage charges and fines, fees, and costs associated with your failure to safeguard your Account.

Customer will defend, hold harmless, and indemnify Mobiz and its officers, directors, employees, agents, attorneys, affiliates, successors, and assigns (each, an “Indemnified Party”;collectively, “Indemnified Parties”) from and against all Actions and Losses in any way arising out of, relating to, or resulting from Customer’s, or any of Customer’s employees’ or agents’, actual or alleged: (w) operations or use of the Services; (x) failure to comply with federal, state, or local laws, regulations, or codes; (y) breach or non-fulfillment of any provision of these Terms, including any representation, covenant, and/or warranty of Customer hereunder; or (z) negligent or more culpable act or omission (including any reckless or willful misconduct) in connection with the performance of its obligations under these Terms. Without limiting the foregoing, Customer’s obligations to defend and hold harmless and to indemnify the Indemnified Parties extend to any actual or alleged failure of either Customer or Mobiz to comply with (a) the Telephone Consumer Protection Act (TCPA), including with respect to the transmission of Messages by or on behalf of Customer, (b)  state laws regulating telephone calls, texts, or both, including with respect to the transmission of Messages by or on behalf of Customer, or (c) respective regulations implementing the TCPA or such state laws. “Losses” means losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards,penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, incurred by an Indemnified Party. “Actions” means third party actions, claims, litigation, lawsuits, arbitration, disputes, investigations, inquiries, allegations, or accusations against an Indemnified Party.

Customer shall have no authority to admit or agree to any fault, liability, or obligation on behalf of or otherwise binding any Indemnified Party except with the advance, express consent of such Indemnified Party as evidenced by a signed writing of its CEO (or equivalent leadership) or legal counsel. An Indemnified Party may at any time and in its sole discretion immediately assume control of the defense or settlement of any Action, with counsel of its choosing and at Customer’s sole expense, immediately upon written notice delivered via any reasonable means to Customer. Customer agrees to cooperate and participate with Indemnified Party as requested and at Customer’s sole expense with respect to any Action impacting Indemnified Party and in any way arising out of, relating to, or resulting from Customer’s use of the Services.

Your access and/or use of the Services or any downloaded material from it and any dispute arising out of Services or these Terms (including any transaction concluded pursuant hereto) shall be governed by and construed in accordance with the laws of the State of Georgia (US), without regard to its conflict of law provisions.

Arbitration: Any controversy or claim arising out of or relating to the Services or these Terms, or the breach thereof, shall be settled by arbitration, conducted by a single arbitrator and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration proceeding shall take place in Atlanta, Georgia, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

No Jury Trial or Class Action: You understand that by entering into this Agreement, you and Mobiz are each waivingthe right to a trial by jury or to participate in a class action with respect to any matter that may arise in connection with the Services or under these Terms.

Notwithstanding the above disputeresolution provisions, nothing in the Terms will be deemed to waive, preclude, or otherwise limit the right of either party to seek injunctive relief in aidof arbitration from a court of competent jurisdiction in the event of the other party’s breach of its confidentiality obligations here under or violation of the non-breaching party’s intellectual property rights.

Mobiz may refuse, suspend and/orterminate any campaign, Message, text program or Account that, in its reasonable judgment (and based on geographical location), is not in compliance with the MMA Guidelines, TCPA Guidelines, CTIA Guidelines, CPA, US National DNC registry rules, Federal Trade Commission or Federal Communication Commission Rules or cellular carrier terms or that violates any applicable law or regulation that applies to the Services, data protection or consumer rights or places restrictions on certain types of text messages.

If you wish to terminate your Agreement under these Terms with Mobiz, you may do so by discontinuing the use of the Services and/or following the directions on the Order Form, Website or supplementary agreement, as the case may be. Customer is not entitled to refund of any Feeamount or Credit already paid but unused as of termination.

In addition to its rights set forthin Section 22.1 above or elsewhere in these Terms, Mobiz reserves the right to immediately terminate and cancel your Account if you breach any of the Terms or payment is overdue, and will not refund any Fee amount or Credit already paid but unused as of termination.

All provision of the Terms which by their nature should survive termination shall survive termination, including without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnities and limitations of liability. For clarity, Section 20(Indemnification) survives cancellation or termination of this agreement.

Upon the cancellation or termination of your Agreement with Mobiz pursuant to these Terms, Mobiz will de-register your Account and revoke your access to the Services. Unauthorized use of the Services following cancellation or termination may give rise to a claim for damages and/or constitutea criminal offense.

Without limiting any other provision in the Terms, Mobiz is not responsible or liable to Customer or any User for delay or failure to perform its obligations hereunder to the extent attributable to any cause or event beyond the reasonable control of Mobiz, including, without limitation, by an act of God, earthquake, fire, explosion, terrorist act (threatened or actual), civil disturbance, epidemic, pandemic, unusually severe weather, flood, electrical outages, network failures, equipment failure, telecommunication line failure, cloud service/systems failures, unauthorized breach/manipulation of our data/systems, embargo, labor dispute, any law, regulation or order adopted by any government or similar entity, or any other cause whether or not specifically mentioned above (each, a “Force Majeure Event”). Any failure on the part of any Third-Party Service provider or other outside party that results in a Message delay or failure constitutes a Force Majeure Event.

Amendment Except as provided in Section 1.2 above or else where herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties inwriting, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. This includes the additionor variation of support or other ancillary Services which are not included in the original scope of Services to be provided by Mobiz to Customer as confirmed in an applicable Order Form. Notwithstanding the foregoing, Customer acknowledges that Mobiz may modify any terms, policy or addendum incorporated hereinby reference (including without limitation the Promotion Terms, Support Policy,Privacy Policy, DPA or AI Agreement) at any time.

Notices All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.  Notices must be sent to the contacts for each party set forth on the Order Form.  Either party may update its address set forth above by giving notice in accordance with this section.

Waiver No indulgence, leniency or extension of time granted by Mobiz shall constitute a waiver of any of Mobiz’s rights under the Terms and, accordingly, Mobiz shall not be precluded as a consequence of having granted such indulgence, from exercisingany rights against Customer or any User which may have arisen in the past or which may arise in the future.

Marketing Customer agrees that Mobiz may refer to Customer by name and trademark in Mobiz’s marketing materials and website. Customer acknowledges and agrees that Mobiz does not certify or endorse, and has no obligation to certify or endorse, any of Customer’s products, services or content.

Entire Agreement The Terms, the terms, policies and addenda incorporated herein by reference (including the Promotion Terms (ifapplicable), Support Policy,  DPA and AIAgreement), the applicable Order Form and, if applicable, the terms of any supplementary agreement (collectively, the “Agreement”) contain the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Mobiz.

No Assignment Neither party may assign any of its rights or obligations here under without the other party’s prior written consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with asale of substantially all of such party’s business relating to this Agreement, and (ii) Mobiz may utilize affiliates (including without limitation Mobiz SA(Pty) Ltd. and/or Aerofone Communications (Pty) Ltd.) and/or third-party subcontractors in the performance of its obligations hereunder without the necessity of Customer’s consent.

Interpretation The headings to the various sections of the Terms are inserted for reference purposes only and do not affect the interpretation of any of the provisions to which they relate.

Versions and Mobiz Affiliates Should you be using the Services within SA, Mobiz SA (Pty) Ltd. and/or Aerofone Communications (Pty)Ltd. will have primary responsibility for the provision and management of the Services, depending on which entity executes the applicable Order Form. For Services within the US or elsewhere globally, Mobiz Inc. will have primary responsibility for the provision and management of the Services, and may be assisted by MobizSA (Pty) Ltd. and/or Aerofone Communications (Pty) Ltd.

Severability Each term, clause, sentence, paragraph and provision of the Terms and any portion thereof shall be considered severable and if for any reason any such term, clause, sentence, paragraph or provision is held to be invalid, contrary to, or in conflict with any applicable present or future law or regulation, it shall to that extent be deemed to not form part hereof and shall not impair the operation of, or have any effect upon the other terms, which shall continue to be given full force and effect and bind the parties hereto.

This Mobiz Artificial Intelligence Agreement (“AI Agreement”), as amended from time to time, forms part of and is incorporated by reference as part of that particular Mobiz Termsand Conditions of Use (the “Agreement”) between the Customer and Mobiz (each a“Party” and together, the “Parties”). Mobiz may utilize Artificial Intelligence(“AI”) (as defined below) in order to provide the Services to Customer. This AI Agreement reflects the Parties’ agreement regarding the use of AI in the context of the Services. In the event of any conflict or inconsistency between this AI Agreementand the Agreement, the AI Agreement shall prevail with respect to the use ofany AI Features (as defined below). However, this AI Agreement shall be insupplement to, rather than instead of, any AI Feature-specific terms in an Order Form and/or Statement of Work. This AI Agreement will terminate automatically upon termination of the Agreement.

“Data Controller” means a natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.“Data Controller” includes the meaning assigned to the term and similar terms under applicable Data Privacy Laws.

“Data Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Data Controller. “Data Processor” includes the meaning assigned to the term and similar terms under applicable Data Privacy Laws.

“Data Privacy Laws” means United States (“U.S.”) federal, state, and local laws,regulations, rules, ordinances, and other legal authorities that apply to Mobiz’s Processing of the Personal Data.

“Data Subject” has the meaning assigned to the term “data subject” or “consumer” under applicable Data Privacy Laws and shall include identified or identifiable natural persons to whom the Personal Data relates.

“Personal Data” means data that is linked or reasonably linkable to a Data Subject, and which is provided by (or on behalf of) Customer, Customer’s authorized users, Customer’s customers or end-users, and/or Customer’s prospective customers or end-users, to Mobiz in connection with the Services.

“Process” and its derivatives means any operation or set of operations that are performed on Personal Data or sets of Personal Data, whether or not by automated means, including, collection, recording, organization, structuring, storage, analysis, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

“Security Incident” means any situation in which Mobiz confirms that Personal Data under Mobiz’s direct control has been accessed, acquired, disclosed, altered, lost, destroyed, or used by unauthorized persons in an unauthorized manner having a material impact on Customer’s users or customers rights.

“Subprocessor” means the service providers of Mobiz and to whom Mobiz provides or makes available Personal Data for Processing in connection with the Services to be carried out on behalf of Customer. Customer acknowledges that Subprocessors do not include other third parties with whom Customer or its personnel directs Mobiz to interact or share Personal Data. Notwithstanding any other term of this or any other agreement, Mobiz shall have no responsibility for or obligations to send, receive, or exchange data with such third parties.

Appointment as DataProcessor. Customer acknowledges and agrees that Customer will be considered the Data Controller and that Customer appoints Mobiz as Data Processor with respect to Personal Data provided to Mobiz in order for Mobiz to provide the Services to Customer. Notwithstanding any other term herein or in the Agreement, Customer acknowledges and agrees that, as part of providing the Services, Mobiz may Process Personal Data for business purposes, such as: (i) to enhance, analyze, train, develop or troubleshoot Mobiz’s products and services, including products and services that utilize artificial intelligence and/or machine learning; (ii) to comply with applicable laws (including law enforcement requests or compulsory disclosures); (iii) to help ensure the internal security of Mobiz’s products and services, prevent fraud or mitigate risk, respond to security breaches or incidents, and for other information security purposes;(iv) to protect the interests of Mobiz or Customer; and (v) for any other purposes contemplated or permitted by the Agreement, this DPA, or by applicable law (each of the foregoing, along with the provision of Services, a “Permitted Service Purpose,” and collectively the “Permitted Service Purposes”).

Customer Obligations. Customer represents, warrants and covenants that: (i) the Documented Instructions comply with all law; (ii) Customer does and shall comply with its obligations, including, as applicable, its obligations as a Data Controller under Data Privacy Laws; and (iii) Customer has provided all notices, and obtained all consents and rights necessary under law for Mobiz to Process Personal Data to carry out the Documented Instructions, including to provide the Services as contemplated in the Agreement and herein. Customer will in all cases limit its provision of Personal Data to Mobiz to the amount and kinds of data adequate, relevant, and necessary for performing the Permitted Service Purposes. Without limiting any payment obligations under the Agreement,Customer shall immediately notify Mobiz and cease use of the Services in theevent and to the extent any required authorization or legal basis forProcessing is revoked or terminated. Mobiz may thereafter suspend Processing and/or the provision of the Services and will have no liability for such actions.

Compliance with Law /Authority. Customer is solely responsible for determining the lawfulness of the Documented Instructions it provides to Mobiz and shall only provide Mobiz with instructions that are lawful under Data Privacy Laws. Authorization and permissions in this DPA extended to Mobiz shall also include Mobiz’s affiliates.

BusinessContact Data. For clarity, Customer acknowledges and agrees that Mobiz does not act as a Data Processor with respect to business contact information of Customer’s employees and representatives with whom Mobiz interacts for purposes of managing or communicating about Mobiz Services generally (the “Business Contact Data”).With respect to Business Contact Data, the Parties each act as independent Data Controllers each responsible for their own compliance with their respective obligations under law. No joint controller relationship is established between the Parties.

Customer Instructions. Customer hereby authorizes Mobiz to Process Personal Data for the Permitted Service Purposesand for the purposes set forth in the Agreement (“Documented Instructions”),and which include the provision of the Services. Mobiz shall only Process Personal Data according to the Documented Instructions and for the Permitted Service Purposes. In addition, Mobiz may rely upon, but will not be required tocomply with, any additional instructions provided by Customer outside the scope of the Documented Instructions.

Notices. As required by applicable Data Privacy Laws and as permitted by law, Mobiz shall: (i) notify Customer if Mobiz determines in its sole discretion that it can no longer meet its obligations under Data Privacy Laws or this DPA in such a manner as renders it incapable of providing the Services, and (ii) notify Customer promptly prior to any Processing by Mobiz outside of the Documented Instructions.

Mobiz Personnel. As required under applicable Data Privacy Laws, Mobiz shall be responsible for ensuring that its personnel involved in the Processing of Personal Data have signed a confidentiality agreement, are otherwise bound by a duty or ethical rule of confidentiality or are under an appropriate statutory obligation requiring the same. As required under applicable Data Privacy Laws, Mobiz shall be responsible for ensuring that its employees, contractors, and other personnel accessing the Services and/or any Mobiz platform or Mobiz confidential information have committed themselves to confidentiality or are under a statutory obligation of confidentiality.

Retention, Use, and Disclosure of Personal Data. To the extent required to ensure compliance with Data Privacy Laws, with respect to its Processing of Personal Data, Mobiz shall not: (i) “sell” or “share” the Personal Data, as those terms are defined under applicable Data Privacy Laws; (ii) retain, use or disclose the Personal Data for any purpose other than the Permitted Service Purposes; (iii) retain, use, or disclose the Personal Data outside of the direct business relationship between Mobiz and Customer except at Customer’s direction, as otherwise agreed in the Agreement, or as permissible by law; or (iv) combine Personal Data with personal data that it receives from another source or collects from interactions on its own behalf with individuals, except at Customer’s direction, as otherwise agreed in the Agreement, or as permissible by law. To the extent necessary to ensure compliance with law, Mobiz certifies that it understands the obligations listed in this paragraph and will comply with them.Notwithstanding any other term herein, Customer acknowledges and agrees that Mobiz may host Personal Data with commercial cloud service providers.

Governing Law and Jurisdiction. Customer and Mobiz hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or terminationor the consequences of its nullity.

Changes in Data Privacy Laws. If any variation to this DPA is required as a result of a change in Data Privacy Laws, then either Mobiz or Customer may provide written notice to the other Party of that change in law. No additional terms shall be effective orbinding on Mobiz unless agreed by Mobiz in a signed writing.

Notices. Any notices from Mobiz under this DPA may be provided by Mobiz via any means Mobiz deems reasonable and appropriate, including via email to Customer contact. Notices to Mobiz under this DPA shall be directed to legal@getmobiz.com. Formal notice procedures (including those set forth in section 24.2 of the Mobiz Terms, or other terms) shall not apply.

Severability. Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be construed in a manner as if the invalid or unenforceable part had never been contained therein.