Messaging Supplemental Terms and Conditions

These Messaging Supplemental Terms and Conditions (“Messaging Supplement”) are made under and form a part of Customer’s Agreement with Sinch. This Messaging Supplement governs Sinch’s provision and Customer’s receipt of the Messaging Services (defined below). The definitions in the Agreement apply to any term not defined in this Messaging Supplement. 

1. Definitions

1. 1 “Access Number” means a set of des’ as applicable. 

1. 2 “Commercial Messages” means Messages designed to promote or facilitate, directly or indirectly, the goods, services or image of any person or entity pursuing a commercial activity. 

1. 3 “Customer Social Media Messaging Application” means a messaging application created or established by Customer on a Social Media Platform for purposes of communicating with End Users who are members of that Social Media Platform. 

1. 4 “Customer Service” means a marketing, advertising, promotional or informational program or initiative, or other project, conducted by Customer utilizing a Messaging Service. 

1. 5 “DCA” means a direct carrier aggregator. 

1. 6 “End User” means a person or entity that is a user and/or recipient of a Customer Service. 

1. 7 “Message” means a digital message containing Customer Content in a form for delivery via Short Message Service (SMS), Multi-Media Messaging Service (MMS) technology, Internet Protocol (IP), Rich Communication Service (RCS) or other technology, protocols or standards used to transmit mobile digital content or information.

1. 8 “Messaging Service(s)” means each of the following Sinch services: SMS, MMS, RCS, Social Media Platforms. 

1. 9 “Operator” means any entity that is involved in Sinch’s provision of the Messaging Service, including, but not limited to, mobile network operators, mobile virtual network operators, messaging aggregators (including DCAs), Sinch suppliers and Social Media Platform Providers. A Third Party Provider (defined below) is a type of Operator. 

1. 10 “Operator Conditions” are the rates, terms and conditions and “codes of conduct” or message content rule and restrictions imposed by the applicable Operators on the provision of the Service and conduct of Customer Services as a condition of permitting Sinch to provide the Messaging Service and Customer to provide Customer Services, whether such Operator Conditions are incorporated into the terms of this Agreement or provided by Sinch to Customer in writing or by email from time to time. 

1. 11 “Social Channel ID” means the particular form of identification assigned by a Social Media Platform to an End User designating such End User with respect to such End User’s access to, presence on, and use of such Social Media Platform. 

1. 12 “Social Media Platform” means a third party social media platform on which platform Customer is permitted to, and can, create a social media messaging application for the purpose of sending and receiving Messages to and from End Users on such platform. 

1. 13 “Social Media Platform Provider” means a third party provider of a Social Media Platform, including without limitation, Meta/WhatsApp.  

2. Customer’s Use of Messaging Services

2. 1 Compliance; Acceptable Use Policy. Customer will comply with all applicable (i) legal and regulatory requirements and conditions, (ii) Operator Conditions and industry guidelines (including without limitation the most recent release of the CTIA Guidelines) relating to the Customer Content, Customer Services, Messages and Customer’s use of the Messaging Service(s), and (iii) the Acceptable Use Policy (the “AUP”) at https://sinch.com/legal/policies-statements/sinch-voice-policies-statements/acceptable-use-policy/. In the event Sinch determines that Customer’s (including its users’) act(s) or omission(s) fail(s) to comply with the AUP, Sinch reserves the right to take any additional action or measure it deems reasonably necessary or required to preserve the integrity of the Messaging Services, Sinch Network and other customers or otherwise to comply with applicable laws, rules, regulations and policies. 

2. 2 End User opt-in/opt-out requirements. Customer will send Messages only to End Users who have, and continue to, knowingly consent or “opt-in” to receiving them and who have been informed of their rights to, and been given, a free, readily accessible process for cancelling receipt or “opting-out” of receiving future Messages, such as via End User text responses of STOP, QUIT, CANCEL, OPT-OUT, and/or UNSUBSCRIBE. Customer will immediately stop sending Messages to an End User who has “opted-out” from receiving such Messages.  At Sinch’s request, Customer will provide Sinch with proof of any and all such opt-in(s) and opt-out(s), and response time to discontinue transmission of Messages after opt-out, to Sinch’s reasonable satisfaction. 

2. 3 Restrictions. Customer will not use or permit the Messaging Service(s) to be used: 
   
   2.3.1 in a manner that violates any applicable law, regulation, Operator Conditions, industry guidelines, AUP, or code of practice, or that violates, infringes or misappropriates the rights of any third party; 
   
   2.3.2 to transmit any Message or any electronic material (including viruses or other similar destructive computer programming routines) which causes, or is likely to cause, detriment or harm or damage to the Sinch Network or any computer systems or telecommunications equipment or mobile handsets owned by Sinch or any other person, or to facilitate the transmission or use of any code that would allow any third party to interfere with or access any Customer Content; 
   
   2.3.3 to send spam, “junk mail” or unsolicited advertising or promotional Messages or material, or to send or knowingly receive or use any Message or material which is obscene, offensive, abusive, harassing, misleading, fraudulent, violent, unethical, indecent, defamatory, discriminatory, threatening, libelous, unlawful or menacing or promotes alcohol abuse or illegal drug use; 
   
   2.3.4 to send any Messages that are not Commercial Messages (e.g., mobile to mobile peer to peer messaging); or 
   
   2.3.5 to send any Messages that contain medical and/or life-threatening emergency information if such Message is the sole transmission channel to the End User with respect to such emergency. 

2. 4 Provision of Customer Services. Customer will inform End Users that it is the source and supplier of the Messages and provide appropriate contact details to End Users. Sinch will not have any obligation to provide any support to End Users and Customer will not in any way, directly or indirectly, communicate to End Users anything to the contrary. Customer will be solely responsible and liable for the acts and omissions of End Users with respect to their use of the Messaging Service, Customer Services and the Messages, including but not limited to the Customer Content. Customer will promptly inform Sinch if it becomes aware of any violation of the terms of this Section.

2. 5 Access Numbers. Customer acknowledges that the Access Numbers used to deliver Customer Services remain at all times the property of and are subject to the applicable terms and conditions imposed by the entity authorized to administer such Access Numbers. Access Numbers to be used to deliver a Messaging Service for a Customer Service may at Sinch’s sole discretion be obtained by Sinch for Customer, if requested by Customer pursuant to the applicable Order Form and subject to availability. Customer may not use the Access Numbers except for in relation to the provisioning of the Messaging Service by Sinch.

2. 6 Sinch Dashboard. Sinch may, in its sole discretion, provide Customer with access to the Sinch Dashboard which access will enable Customer to obtain statistical reports detailing Messaging Service activity. Access to the Sinch Dashboard is provided to Customer for informational purposes only, and the data and information displayed are provided without warranties of any kind regarding completeness or accuracy. Customer agrees not to use or rely on such data and information for billing or payment purposes.

2. 7 Fees and Price Changes. Unless otherwise agreed in an Order Form, Sinch may modify any fees in its sole discretion by providing an email to Customer’s designated contact. Customer will be fully responsible for any fees imposed by any Operator, including a Third-Party Provider (defined below), with respect to Customer’s use of such provider’s platform, and will compensate Sinch for all amounts relating to Customer’s use of such platform if any Third-Party Provider imposes such fees on Sinch.

2. 8 Disclaimer. Customer agrees that, with respect to its provision of the Messaging Services, neither Sinch nor any Sinch supplier will be liable whether in contract, tort, or strict liability to Customer or to any End User or any other customer of Customer for (i) any Messages deleted or not delivered regardless of the reason for deletion or non-delivery, including, without limitation, message processing errors, transmission errors, or messaging network and/or service failures; or (ii) the accuracy of information provided through the Messaging Services.

3. Operator Conditions and Third-Party Terms.

3. 1 Information Requests. Customer’s obligation to provide information to Sinch under the Agreement will apply equally to requests, directions and/or orders made or issued by any governmental agencies, Operator or Third-Party Provider. If Sinch receives complaints or information requests from governmental agencies or third parties regarding Customer’s use of the Messaging Services, Customer acknowledges and agrees that Sinch can reveal Customer’s contact information, which may include Customer Proprietary Network Information (as defined by the Federal Communications Commission in the U.S.) so as to allow the complaining party to directly contact Customer to resolve any such matters. In addition, Sinch may, in its sole discretion, require Customer to take primary responsibility for any request or enquiry made relating to any Customer Service, Message(s) or Customer Content or arising from Customer’s use of the Messaging Service or from an alleged or actual breach of this Agreement by Customer. Customer agrees, at its own cost, to accept full responsibility for any such request or enquiry including for any expenses, penalties, fines, sanctions or other analogous costs that may arise, and in relation to such request or enquiry, to provide all requested information to such governmental agencies, Operator or Third-Party Provider (with copies to Sinch) in a timely manner.

3. 2 Operator Conditions. If an Operator changes the Operator Conditions and/or the technical standards for the delivery of a Messaging Service, Sinch may modify the terms and conditions governing such Messaging Service upon written notice to Customer.

3. 3 Third-Party Terms. Sinch’s Messaging Services may integrate with and/or Sinch may act as a reseller of the third-party products and services set forth below (“Third-Party Services”). Such Third-Party Services are solely provided by the applicable third party set forth below (“Third-Party Provider”), and Customer’s use of any Third-Party Services is subject to, and Customer agrees to comply with, the applicable Third-Party Provider’s terms set forth below or in an Order Form (“Third-Party Terms”).

3. 4 Social Channels. The additional terms below apply to Customer’s use of Messaging Services via Social Media Platforms.
   
   3.4.1 Opt-in. In addition to the requirements in Section 2.2 above, when using Messaging Services via Social Media Platforms, opt-in information shall include the End User’s MSISDN, Social Channel ID, and any Sinch message channel preference, and any further details if and as required by any relevant Third-Party Provider. Customer agrees that Sinch will deliver Messages to the Customer Social Media Messaging Application via the Social Media Platform Provider based on the End User’s Social Channel ID and Customer’s communication to Sinch of such End User’s ppt-in Information.
   
   3.4.2 Other Services Required.  
   
   3.4.2(a) As further stated in the Order Form or in the Documentation, the Messaging Services via Social Media Platforms may require connection through a separate API and in such cases it cannot be used as a stand-alone product or service. Where required, unless and until Customer has entered into an agreement with Sinch to obtain the right to use any services, Sinch shall have no obligation to provide Messaging Services via Social Media Platforms, and any Messages that Customer submits to the Sinch Network for transmission may be blocked or deleted by Sinch. 
   
   3.4.2(b) Subject to the applicable Third-Party Terms, Customer must independently establish its presence on each Social Media Platform that is available from Sinch and for which Customer desires to use Messaging Services. This includes, without limitation, Customer doing the following: (a) establishing a social media landing page on the Social Media Platform; (b) creating a Customer Social Media Messaging Application on the Social Media Platform; (c) providing to Sinch the relevant credentials and technical interface information required to allow Sinch to establish a technical communication path with Customer’s Social Media Messaging Application so that Sinch can make available Sinch’s webhook (via URL) to Customer for Customer’s integration of such webhook into the Customer Social Media Messaging Application; and (d) integrating Sinch’s webhook into the Customer Social Media Messaging Application so that the Customer Messaging Application may send opt-in information (or other transmissions according to the Documentation) to the Sinch Network. Sinch may at its discretion offer onboarding services. 
   
   3.4.3 Third party use. Customer shall not subcontract, sub-license, license, sell, lease, rent or otherwise make Messaging Services via Social Media Platforms available to third parties.  

4. Policy Controls.

4. 1 Controls and Filtering. Sinch, DCAs, and Operators will apply policy controls and content filtering to Messages in order to protect consumers. The implementation of these policy controls and content filtering will result in the blocking and rejection of Messages if Customer’s Message traffic is non-compliant (as described in Sections 2.1, 2.2 and 2.3 above).

4. 2 Message Scanning. Content filtering means that Message contents will be scanned. Such scanning is done exclusively for the purpose of identifying abusive or fraudulent use cases in order to comply with industry guidelines and regulations. 

4. 3 No liability. Sinch, DCA and Operators are not liable for blocking of any message, including any false positive blocks. Sinch’s application of policy controls and content filtering does not relieve Customer of its obligations to ensure that all Message traffic is compliant. If the Message traffic is not compliant, Customer will take the appropriate actions to stop the traffic. Customer is solely responsible for any failure to comply with Sections 2.1, 2.2 and 2.3.

5. Indemnity. Customer will indemnify, defend and hold Sinch harmless against any and all claims against Sinch by any third party in connection with the Services, including but not limited to: (i) Customer’s use of any Services or related products, data and documentation provided to Customer hereunder, including where the same results in an alleged violation of any law, regulation or AUP; (ii) Customer Content; and (iii) Customer’s connection of any Sinch product or service to any third party service or network, including without limitation, damages resulting from unauthorized use of, or access to, the Sinch Network. Customer will indemnify Sinch from any damages, fines, penalties, reasonable attorneys’ fees, losses, expenses and costs incurred by any Sinch Indemnitee with respect to these claims, including any claim Sinch makes to enforce Customer’s obligations hereunder.