This is an amendment to an agreement for Services of ComRes, Inc. (Seller) and the CUSTOMER, concerning use of ComRes’ CloudTalk SMS Texting services.  CUSTOMER agrees to the following terms and conditions concerning the services provided by COMRES.

1. Recordings and Communications Monitoring. CUSTOMER represents and warrants that if CUSTOMER records or monitors telephone calls, SMS messages, or other communications using the Services, then CUSTOMER will comply with all applicable laws prior to doing so and will secure all required prior consents to record or monitor communications using the Services. COMRES makes no representations or warranties with respect to recording or monitoring of telephone calls, SMS messages, or other communications. CUSTOMER acknowledges that these representations, warranties, and obligations are essential to COMRES’s ability to provide CUSTOMER with access to recording and monitoring features that are part of the Services, and CUSTOMER further agrees to indemnify COMRES and its affiliates, for claims arising out of or related to CUSTOMER’s acts or omissions in connection with providing notice and obtaining consents regarding such recording or monitoring of telephone calls, SMS messages, or other communications using the Services.

2. SMS Compliance. CUSTOMER represents and warrants that if CUSTOMER uses COMRES’ SMS Texting services, then CUSTOMER will comply with all applicable laws prior to doing so and will secure all required prior consents from SMS texting recipients prior to using the Services. COMRES makes no representations or warranties with respect to the use of SMS messages, or other communications.  CUSTOMER acknowledges that these representations, warranties, and obligations are essential to COMRES’s ability to provide CUSTOMER with access to SMS Texting features that are part of the Services, and CUSTOMER further agrees to indemnify COMRES and its affiliates, for claims arising out of or related to CUSTOMER’s acts or omissions in connection with providing notice and obtaining consents regarding SMS messages, or other communications using the Services. Customer agrees to providing the following to its SMS Message recipients:

SUBSCRIBER OPT-IN – CUSTOMER is collecting and processing consumer opt-ins

SUBSCRIBER OPT-OUT – CUSTOMER IS collecting and processing consumer opt-outs

SUBSCRIBER HELP – CUSTOMER has implemented message reply providing customers on how they can contact the message sender after they reply with the “HELP” keyword.

If the CUSTOMER uses the service in such a way that violates applicable laws regarding the use of such services that result in fines/penalties to COMRES, COMRES shall notify the CUSTOMER of these costs, and the CUSTOMER shall reimburse COMRES the full cost of such fines/penalties, and any collections costs or reasonable attorneys’ fees COMRES incurs in association with the reimbursement of such costs.

3. Message Retention. COMRES may but does not have an obligation to retain messages. COMRES has no liability for message storage nor for deletion of messages. You may store messages on your device. While messages remain on COMRES’s network or in any storage or backup system, we may retain such messages and produce them if required by law, court order, subpoena, or other lawful process. You acknowledge, consent and agree that COMRES may access, preserve and disclose your messages to comply with legal process, enforce the terms of this Rider and the Agreement, respond to claims by third parties or questions by you, and to protect others, COMRES, its affiliates, its network, systems and assets.

4. Changes to and Availability of the Service. COMRES may change, upgrade, improve discontinue, suspend or modify the Service or any part, supported devices or platforms or any features at any time upon reasonable notice to CUSTOMER. The Service may be interrupted, including for maintenance, repairs, upgrades, new releases, network or equipment failures or if COMRES terminates or suspends CUSTOMER’s use of the Service. Force Majeure events beyond our control may also affect our Service.

5. Suspension or Termination of Services. In addition to suspension or termination of the Services for non-payment as described in the Fraud Section of the Agreement, we may also suspend or terminate the Services immediately upon notice for cause if: (a) you violate (or give us reason to believe you have violated) any provision of the Agreement, this Rider, or any other policy relevant to the Services; (b) there is reason to believe the traffic created from your use of the Services or your End-Users’ use of the Services is fraudulent or negatively impacting the operating capability of the Services; (c) we determine, in our sole discretion, that providing the Services is prohibited by applicable law, or it has become impractical or unfeasible for any legal or regulatory reason; or (d) there is any use of the Services by CUSTOMER or End-User that in COMRES’s judgment threatens the security, integrity or availability of the Services.  However, COMRES will use commercially reasonable efforts under the circumstances to (x) provide you with notice and an opportunity to remedy such violation or threat prior to any such suspension or termination; (y) where practicable, limit a suspension based on the circumstances leading to the suspension (e.g., to certain phone numbers, sub-accounts or other subset of traffic); and (z) remove a suspension as quickly as reasonably practicable after the circumstances leading to such suspension have been resolved.

6. Fraud. COMRES reserves the right to block or limit service based on our determination of potential fraud. In the event that such a determination is made with respect to CUSTOMER, then COMRES shall inform CUSTOMER of such blockage or limitation as soon as practical, and shall further inform CUSTOMER of the steps needed to reinstitute service. CUSTOMER agrees to comply with all such requests to the best of its ability. It is CUSTOMER’s sole responsibility to properly secure and maintain network elements under its control, including IP address(es), associated equipment components, and any devices that are distributed to CUSTOMER’s own Subscribers. If CUSTOMER becomes aware that the security of any of its network, IP address(es), and/or any equipment components have been stolen or “hacked” by an unauthorized third party, CUSTOMER must immediately notify COMRES by calling us at 1-954-462-9600, and by sending an email with “Fraud Traffic” in the subject line to: [email protected]. When CUSTOMER contacts COMRES to report the problem, CUSTOMER must include the account number and a description of the alleged theft or fraudulent use of Services. Failure to contact COMRES in a timely manner as described above may result in suspension of Messaging services. CUSTOMER is liable for all fraudulent use of the Services. COMRES shall not issue credits for any charges resulting from fraudulent/unauthorized use that arises out of third parties hacking into CUSTOMER’s network, IP address(es), equipment, the internet, and/or Services. This fraudulent/unauthorized use includes, but is not limited to, network or website hacking, modem hijacking, wireless hijacking or other fraud arising out a failure or any other compromise of Customer’s hardware, software, systems, internal processes and/or corporate procedures.

7. HIPAA. This type of service is not HIPAA compliant and is not designed for secure transmission or storage of personal healthcare information. You shall not use the Service to store or transmit Protected Health Information (PHI) as defined in the Health Insurance Portability & Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act of 2009 and accompanying regulations (collectively, “HIPAA”). If your use is for or on behalf of a Covered Entity or a Business Associate as defined by HIPAA, you must not use the Service to store or transmit PHI.

8. Driving Safety. COMRES is not responsible for use of the Service while driving. Safe driving is your responsibility, and you should not use the Service while driving.