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Terms of Service

Last modified: January 31, 2018

Thank you for using RCS Business Messaging, a platform and associated software that enables businesses to reach their customers with rich conversations via the users' default carrier messaging apps ("RCS Business Messaging" or "RBM").

(A) These RCS Business Messaging Terms of Service ("RBM Terms") are entered into by Jibe Mobile Inc. (a wholly owned subsidiary of Google LLC) and you (the entity agreeing to these terms).

(B) These RBM Terms form a binding agreement between the parties and are effective as of the earliest date you clicked to accept the RBM Terms or used RCS Business Messaging. If an individual is accepting on your behalf such individual represents and warrants that: (i) such individual has full legal authority to bind you to these RBM Terms; (ii) the individual has read and understands these RBM Terms; and (iii) the individual agrees, on your behalf, to these RBM Terms. These RBM Terms govern your access to and use of RCS Business Messaging.

(C) By accepting these RBM Terms, you are agreeing to the Google APIs Terms of Service at https://developers.google.com/terms/ (or such other URL as we may provide) (the "General API Terms"). For purposes of RCS Business Messaging and these RBM Terms, the General API Terms will be deemed entered into between you and Jibe (i.e., not Google Inc.).

(D) Additionally, you may have access to other tools and services provided by Jibe and its affiliates. Any use of such tools and services may be subject to separate terms and conditions.

(E) Collectively, the General API Terms, any other applicable terms listed in Section 1.1 (Incorporation by Reference), any accompanying API documentation, and any applicable policies and guidelines are part of these RBM Terms. You agree to comply with the RBM Terms and that the RBM Terms control your relationship with us.

(F) We may refer to Jibe Mobile Inc. as "Jibe", "we", "our", or "us" in the RBM Terms. Jibe may use its affiliates in connection with the performance of its obligations and exercise of its rights under these RBM Terms.

(G) The RBM Terms apply to you, your agents, the service provider(s) you work with, and both your and their employees, representatives, agents, and suppliers (collectively "you" or "Company").

1 Applicable Terms; Modifications

1.1 Incorporation by Reference. To the extent applicable, the following terms are incorporated by reference into these RBM Terms:

(a) General APIs Terms of Service. The General API Terms will apply to and are deemed part of these RBM Terms. The parties agree (i) RCS Business Messaging constitute "APIs", and (ii) these RBM Terms constitute part of the "Terms", as each such term is defined in the General API Terms.

(b) RCS Business Messaging Policies. All of your products, services, or materials must comply with the policies for RCS Business Messaging that we provide to you from time to time (at such other URL as we may provide) (the "RBM Policies").

(c) Terms for Other Product(s). If at any time your services use other Jibe or Jibe-affiliated products or services ("Other Product(s)"), then the terms for those Other Product(s) will also apply. For example, if you use Google Cloud Platform in the service that you provide through RCS Business Messaging, the Google Cloud Platform terms of service will apply in addition to these RBM Terms. The use of third-party products or services is subject to their applicable terms.

1.2 Order of Precedence. To the extent there are any conflicts, the following order of precedence will apply:

(a) Other Product(s)' terms of service (for example, Google Cloud Platform);

(b) RBM Policies;

(d) General API Terms.

1.3 Entire Agreement; All other Terms are Void. The RBM Terms are the entire agreement between you and Jibe relating to its subject and supersede any prior or contemporaneous agreements on that subject (including any previously executed early access agreement). We object to any additional or different terms in your terms of service or other documents, including any of your API terms of service. Those other terms of service and documents will be considered material alterations to these RBM Terms and are void.

1.4 Modifications to these Terms.

(a) Jibe may make changes to these RBM Terms (including the RBM Policies), including any terms relating pricing or payment from time to time. Unless otherwise noted by Jibe, material changes to these RBM Terms will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. If you do not agree to the revised RBM Terms, please stop using RCS Business Messaging. Jibe will post any modification to these RBM Terms to the Terms URL.

2 Definitions.

2.1 "including" means "including but not limited to".

2.2 "Your Content" means all content made available by you to Jibe through RCS Business Messaging including and in connection with your RBM agent(s), including the developer console, APIs, SDKs, and tools that enable RCS Business Messaging.

2.3 "Your Services" means (a) your products, services, and technology, including Your Content; and (b) the products, services, and destinations to which you direct users through your RBM agent.

**2.4 "Terms URL**" means the following URL set forth here: https://developers.google.com/business-communications/rcs-business-messaging/support/tos

2.5 Any examples in these Terms are illustrative and not the sole examples of a particular concept.

3 RCS Business Messaging.

3.1 Modification. Jibe may modify, deprecate, suspend, or discontinue RCS Business Messaging, or any of its features, at any time.

3.2 Beta Features. Some features of RCS Business Messaging are identified as "Beta" or otherwise unsupported or confidential (collectively, "Beta Features"). You may not disclose the terms or existence of any non-public Beta Features.

3.3 Minimum Requirements

(a) Compliance. In order to use RCS Business Messaging, you and your service providers and agents must comply with any applicable requirements described in the RBM Policies and any other policies provided to you by Jibe (the "Policies").

(i) Accurate Information. You must provide honest, complete, and accurate information in connection with RCS Business Messaging, including to third parties.

(ii) Compliance with Policies. You must comply with all applicable Policies. Jibe may reject or remove certain of Your Services or Settings at any time if you don't comply with the Policies.

(iii) Compliance Certification. You may be required to certify compliance with the requirements from time to time, and as may be described in the Policies.

(iv) Access Denial. Access to RCS Business Messaging may be denied if you fail to satisfy the requirements at any time.

(b) Cooperation; Right to Review Spam Activity. You will cooperate if Jibe or its partners seek to gather information about you or Your Services to verify identity, confirm compliance with requirements, for quality assurance purposes, or as required to operate RCS Business Messaging. You hereby permit Jibe to review your activity (including any activity of your RBM agents) and/or end user spam reports associated with your activity, and agree to provide reasonable assistance to Jibe in this regard.

(c) Developer Access. If you operate a platform similar to RCS Business Messaging, you may only use RCS Business Messaging if your platform allows all developers at least substantially similar access and functionality as RCS Business Messaging.

(d) **Privacy; Your Terms. **You will obtain and maintain any required consents necessary to permit the processing of personal data under these RBM Terms. You will present or make available to each end user (in relation to RCS Business Messaging) an accurate, legally compliant, privacy policy and terms of service for your services associated with RCS Business Messaging, including your RBM agents. Such privacy policy and/or terms of service must (i) ensure the end user authorizes Jibe to conduct the data processing activities contemplated under these Terms; and (ii) not conflict with or supersede these Terms in any way.

3.4 Prohibited Actions. In connection with RCS Business Messaging, you will not, and will not authorize any third party to:

(a) generate automated, fraudulent or otherwise invalid activity (including queries, clicks or conversions);

(b) conceal ad- or transaction-related activity that must be disclosed;

(d) collect or use personal and confidential information, such as national identification numbers or social security numbers, payment and financial data (e.g., credit card and bank account numbers), log-in credentials, passwords, or answers to security questions;

(e) use any information about user’s online or offline state for any reason except to directly provide the services to the user, and under no circumstances in a manner that may surprise or disturb a user (including, but not limited to, sending a promotion or advertisement based on them coming back online); or

(f) use or share user data without specific user consent for the specific use of that data.

3.5 Research and Testing; Reports.

(a) To improve RCS Business Messaging, you authorize Jibe to periodically conduct research and tests that may affect your use of RCS Business Messaging, including sounds, appearances, disclosures, labeling, formatting, size, placement, performance, pricing, and other adjustments. To ensure the timelines and/or validity of test results, you authorize Jibe to conduct such research and tests without notice or compensation to you.

(b) Jibe may, from time to time, require that you provide reports or other aggregated statistical information relating to your parallel (or similar) non-RBM messaging campaigns, for the purposes of enabling Jibe to better understand, and improve, the efficacy of RCS Business Messaging.

3.6 Instruction to Send and Receive Messages.

(a) In connection with your use of RCS Business Messaging to contact and/or message end users based on phone number, you: (i) represent and warrant that you have been duly authorized by the subscriber of record to contact that telephone number via RCS Business Messaging, and (ii) expressly instruct Jibe and its representatives to send messages (e.g., RCS messages) to that telephone number on your behalf in connection with RCS Business Messaging.

(b) By providing any mobile or other telephone number to Jibe in connection with RCS Business Messaging, you: (i) represent and warrant that you are the subscriber of record for that telephone number or have been duly authorized by the subscriber of record to use and grant others (including Jibe) permission to contact that telephone number, and (ii) expressly authorize Jibe and its representatives to send messages (e.g., SMS, MMS, RCS messages) to that telephone number in connection with RCS Business Messaging.

4 Resale Right; No Fees; Rights Reserved.

**4.1 Resale Right. **You may resell access and use of RCS Business Messaging to third parties with whom you have a written agreement that is no less protective of Jibe, Jibe's affiliates, and RCS Business Messaging, than as set forth in these RBM Terms. For clarity, you will remain liable for the acts and omissions of such third parties.

**4.2 No Fees. As between the parties, **your use and resale of RCS Business Messaging is free of charge.

4.3 Rights Reserved. You acknowledge that Jibe may, at any time, in accordance with Section 1.4, update these RBM Terms and charge fees for using and/or reselling RCS Business Messaging.

5 Your Services.

5.1 Authorization to Use Your Services. To participate in RCS Business Messaging, you authorize Jibe and its affiliates to:

(a) access Your Services and include them in the RCS Business Messaging platform;

(b) distribute Your Services as part of RCS Business Messaging through any Jibe, Jibe-affiliated, or third party product or service (including Jibe products and services made available on, or integrated with, third-party devices and interfaces);

(d) use Your Content to assist customers and improve Jibe's (and its affiliates') products and services, including the RCS Business Messaging ecosystem; and

(e) use and disclose information relating to Your Services, including to: (i)meet any applicable legal obligation, including enforceable government requests; (ii) enforce the RBM Terms and investigate potential violations; (iii) detect, prevent, review or otherwise address abuse, fraud, security or technical issues; or (iv) protect against harm to the rights, property, or safety of Jibe, our users, or the public as required or permitted by law.

5.2 Your Responsibilities. You are solely responsible for:

(a) Your Services, including any reselling of RCS Business Messaging, including customer service and claims, and communications and reporting among the individuals and entities involved in providing Your Services;

(b) settings and other decisions you make through the RCS Business Messaging developer console, including those where you were assisted by any Jibe-provided features ("Settings"); and

6 Representations and Warranties. You represent and warrant that:

(a) Rights in Your Content and Your Services. You have and will retain all necessary rights to grant the licences in this Agreement and to provide Your Services through RCS Business Messaging;

(b) Accurate Information. All information, authorizations, and Settings you provide are complete, correct, and current;

(c) No Deceptive Practices. You will not engage in deceptive, misleading, and/or unethical practices in connection with Your Services or their promotion and will make no false or misleading representations with regard to Jibe or its products or services;

(d) Compliance with Laws. You will comply with all applicable laws, rules, and regulations in connection with RCS Business Messaging (including but not limited to any applicable opt-in/opt-out messaging requirements); and

(e) Authorization to Act. You are authorized to act on behalf of, have bound to these Terms, and will be liable under these Terms for, each individual or entity involved in Your Services.

7 Disclaimers. The following disclaimers apply in addition to those in the General API Terms:

TO THE FULLEST EXTENT PERMITTED BY LAW, RCS BUSINESS MESSAGING IS PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS," AND YOU USE IT (INCLUDING ITS DEVELOPER CONSOLE) AT YOUR (AND ANY SERVICE PROVIDER'S) OWN RISK. NONE OF JIBE, ITS AFFILIATES, OR ITS PARTNERS MAKE ANY WARRANTY OR GUARANTEE IN CONNECTION WITH RCS BUSINESS MESSAGING OR RESULTS FROM RCS BUSINESS MESSAGING. JIBE MAKES NO PROMISE TO INFORM YOU OF DEFECTS OR ERRORS.

8 Defense and Indemnity. The following defense and indemnity obligations apply in addition to those in the General API Terms:

You will defend and indemnify Jibe, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of or related to Your Services or any breach of these RBM Terms by you (including claims made by customers, third parties, or your personnel arising out of or related to Your Services).

9 Limitations of Liability. The following limitations of liability apply in addition to those in the General API Terms:

YOU WILL NOT ATTEMPT TO HOLD JIBE, ITS AFFILIATES, OR ITS PARTNERS RESPONSIBLE FOR ANY ACTS, ERRORS, OR OMISSIONS BY ANY THIRD PARTY IN CONNECTION WITH RCS BUSINESS MESSAGING, INCLUDING WITH RESPECT TO ANY THIRD PARTY'S ACTIVITIES ON YOUR CONTENT, REGARDLESS OF THE THIRD PARTY'S INTENT.

10 RCS Ecosystem Protection. To the maximum extent permitted by applicable law, you agree that, during the effective period of these RBM Terms, you will not assert a patent infringement claim based on or arising from: (i) RCS Business Messaging, (ii) any RBM agents developed by Jibe, a Jibe affiliate, or any third party for use in connection with RCS Business Messaging, or (iii) any messaging platform products and services used, created, provided or distributed by Jibe or a Jibe affiliate, against Jibe, a Jibe affiliate, or any other entity that has also entered into an agreement with Jibe or a Jibe affiliate in connection with RCS Business Messaging, or any messaging platform products and services used, created, provided or distributed by Jibe or its affiliates. Any breach of this Section 10 will be deemed a material breach of these RBM Terms. Upon breach of this Section 10 all rights and licenses granted hereunder by Jibe will immediately cease. For the avoidance of doubt, nothing in these RBM Terms prejudices your right (or the right of your affiliates) to challenge the validity, essentiality and infringement of any patents, the use of which is essential for compliance with any technical standards.

11 Data Processing.

(a)You will obtain and maintain any required consents necessary to (i) permit the access, storage, and processing of end user data by Jibe in connection with RBM, and (ii) permit the access, processing and storage of your data provided to Jibe, in each case for the purpose of providing and improving RBM.

(b)You acknowledge that Jibe is a data processor, and Jibe may, and you hereby instruct Jibe to, access, store, or use your data or end user data in order to provide and improve RBM.

(d) Jibe may process, cache, and store your data and end user data anywhere Jibe or its affiliates maintain facilities.

(e) If you are or becomes a "Covered Entity" or "Business Associate", as defined in the Health Insurance Portability and Accountability Act of 1996 (as it may be amended from time to time) ("HIPPA"), you will not use RBM for any purpose or in any manner involving "Protected Health Information", as defined in HIPPA, unless you have received prior written consent to use such from Jibe.