1. Definitions.
    1. “Alert(s)” means notifications/messages issued through the Subscription Services, without regard to whether a Contact responds to such Alert.
    2. “Applicable Law” means any statute, ordinance, judicial decision, executive order, directive or regulation having the force and effect of law in each case to the extent applicable to a party, the Services and the use thereof or, in connection with the underlying agreement between the OnSolve and the Customer.
    3. “Contact(s)” means an individual person/recipient (“Recipient”) capable of only receiving and responding to Alerts/Notifications and, if permitted, updating its own profile. Contact includes API Contacts.
    4. “Content” means content, data, text, messages and other material contained in an Alert.
    5. “Services” means those services to be provided by OnSolve to Customer as set forth on the applicable Order Form, including but not limited to the Subscription Services, Non-Recurring Services and Professional Services.
    6. “User” means, collectively, Administrator(s), Initiator(s) and Contact(s) or Recipient(s). User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require continued use of the Services.
  2. General Terms.
    1. All Content is Customer’s sole responsibility. Customer is solely responsible for the integrity and quality of the Content. Customer shall be responsible for, and under no circumstances will OnSolve or its Affiliates or any of their licensors or suppliers be responsible, for any loss, damage or liability arising out of any Content, including any mistakes contained in the Content or the use or subject matter of the Content. Further, Customer is responsible for: (i) any Alerts that are sent through its accounts (other than if caused by the Service itself or breaches by OnSolve); (ii) all Fees accruing from the use of the Service through its account, whether by its Affiliates and its and their employees and consultants; and (iii) all actions of its Affiliates, and its and their employees consultants, as if such actions had been conducted by Customer.
    2. Customer shall be responsible for procuring any necessary consents or having other legal basis to contact Contacts with respect to the provision of any data transmitted through the Service.
    3. Customer shall use any data it uploads into the Service in accordance with any and all restrictions applicable to such data and all Applicable Laws.
    4. Customer will use and permit its Users to use the Service in accordance with this Agreement and all Applicable Laws, including the Telephone Consumer Protection Act, Fair Debt Collections Practices Act, Federal Communications Commission (“FCC”) or Federal Trade Commission (“FTC”) rules or regulations and any and all other Applicable Laws related to pre-recorded telephone and/or text messages and the use of automated dialing equipment.
    5. Customer will not utilize the Services for any purpose unrelated to the purpose set forth on the applicable Order Form.
    6. Customer will not send any Short Message Service (“SMS”) Alerts to a User unless Customer has obtained such User’s “opt-in” consent.
    7. Customer must provide Contacts with a simple mechanism for opting out or unsubscribing from receiving Alerts, including information on how to “opt-out” or unsubscribe.
    8. Customer will not send Alerts to phone numbers that are emergency numbers and/or other numbers that may not be called using automated dialing equipment under Applicable Law.
    9. Customer’s total Alerts to an individual Contact will not exceed an average of one (1) Alert per day (via any contact method), absent an emergency or a specific use case for the Contact. Should Customer exceed this fair use, the parties will meet to discuss the reasons, review best practices and determine if an adjustment to Customer’s Service plan is necessary. Due to vendor requirements for ensuring Alerts sent by the Service are not blacklisted, Customer shall adhere to this fair use policy.
    10. Customer will not send any Content that it knows, or has reason to know: (i) infringes another’s rights in intellectual property; (ii) invades any privacy laws including without limitation another’s right to privacy and/or any privacy policies of Customer or any third-party; and/or (iii) justifies a complaint to the FCC and/or FTC.
    11. Customer will not, and will not permit its Users or any third parties to: (i) engage or facilitate any unethical, deceptive or misleading practices in connection with the use of the Service; (ii) use the Service in connection with any telemarketing, solicitations, donations, sales, spamming or any unsolicited messages (commercial or otherwise); and/or (iii) provide Content to be transmitted in the Service which: (a) is defamatory, libelous, obscene, pornographic, or is otherwise harmful; (b) promotes violence, discrimination, illegal activities, gambling, alcoholic beverages, guns or tobacco; and/or (c) contains or otherwise links to viruses, worms, cancelbots or any other harmful code or computer programs designed to disrupt the functionality of any computer software or hardware or telecommunications equipment.
    12. Customer may send SMS Texts in text format only.
    13. Customer acknowledges and agrees that Alerts may not be delivered to the phone if not in range of a transmission site, or if sufficient network capacity is not available at a particular time. Even within a coverage area, factors beyond the control of the carrier may interfere with message delivery, including the Customer's equipment, terrain, proximity to buildings, foliage, and weather. Customer acknowledges that urgent Alerts may not be timely received and that the carrier does not guarantee that messages will be delivered.
    14. Customer acknowledges that OnSolve may block Alerts (e.g., based on instructions from Contacts, carriers, aggregators, government agencies, etc.).
    15. Customer agrees to maintain all security regarding its account ID, password, and connectivity with the Service. If Customer’s account ID or password are stolen, or otherwise compromised Customer is obligated to immediately change the password and inform OnSolve of the compromise.

ONSV Rev 2024.09.12

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