Acoustic Campaign SMS

1. SaaS Products

1.1 Acoustic Campaign SMS

The Customer may select from the following available offerings:

1.1.1 Campaign SMS Dedicated Long Code

This SaaS Product provide the Customer with a standard, up to 16-digit telephone number owned by Acoustic and used exclusively by the Customer for sending text messages to and receiving text messages from Mobile Messaging Devices in an entitled country.

1.1.2 Campaign SMS Shared Long Code

This SaaS Product provides the Customer with a standard, up to 16-digit telephone number owned by Acoustic or Acoustic partner and used by multiple Acoustic Customers for sending text messages to and receiving text messages from Mobile Messaging Devices in an entitled county.

1.1.3 Campaign SMS International Dedicated Long Code

This SaaS Product provides the Customer with a standard, up to 16-digit telephone numberowned by Acoustic and used exclusively by the Customer for sending text messages to and receiving text messages from Mobile Messaging Devices in an entitled country. The code can be used to send SMS messages to the entitled country as well as other countries (where wireless operators support sending of Application to Person (A2P) messages using a long code.

1.1.4 Campaign SMS Dedicated Short Code

This SaaS Product provides the Customer with a shortened telephone number used exclusively by the Customer for sending to and/or receiving text messages from Mobile Messaging Devices in an entitled country.

1.1.5 Campaign SMS Shared Short Code

This SaaS Product provides the Customer with a shortened telephone number owned by Acoustic or Acoustic Partner and used by multiple Acoustic Customers (and/or Acoustic Partner’s Customers) for sending to and/or receiving text messages from Mobile Messaging Devices in an entitled country.

1.1.6 Campaign SMS Sender ID

This SaaS Product offering allows the Customer to send one-way mobile terminated messages in an entitled country without requiring a long or a short code using a Sender ID.

The Sender IDs can be specified alphanumeric characters or a random number ID. The Sender ID supported by Campaign Automation is based on what each wireless operator supports in the entitled country. Advanced registration of a Sender ID in the entitled country may be required by the local wireless operators.

Sender IDs are not centrally registered and may be used by one or more company. Acoustic disclaims any liability resulting from Customer's use of a Sender ID.

1.1.7 Campaign SMS Free to End-User

This SaaS Product provides the Customer with a dedicated short code for sending two-way messages in the United States without the end user incurring charges from their mobile carrier for sending and receiving messages.

1.1.8 Campaign SMS SMPP Send

This SaaS Product enables the Customer to send one-way and two-way SMS messages using their own or their local SMS provider's gateway.

Customers who subscribe to this SaaS Products do not receive access to Acoustic's gateway partners for sending text messages.

1.1.9 Campaign SMS Toll-Free Code

This SaaS Product provides the customer with a Toll-Free code for sending two-way messages in the United States. A Toll-Free Code is a ten-digit number that begins with an "8".

1.1.10 SaaS Products Message Volume

These SaaS Products provide standard rate text messages sent through Campaign SMS which are then handed off to a wireless operator for attempted delivery to a Mobile Messaging Device or that originate from a Mobile Messaging Device through a wireless operator and are received into the Campaign SMS application. Any Mobile Terminated (MT) SMS messages consisting of more than one hundred sixty (160) 7-bit characters will be automatically be split into multiple messages of one hundred sixty (153) 7-bit characters or less by Acoustic and Customer will be billed for each message. In case of message text contains Unicode character(s), any Mobile Terminated (MT) SMS message consisting of more than seventy(70) 16-bit characters will be automatically be split into multiple messages of sixty seven(67) 16-bit characters or less by Acoustic and Customer will be billed for each message.

1.2 Optional Services

1.2.1 Campaign SMS Karix URL Tracking and Shortening

This service provides the ability to send text messages with shortened URL links and capture the user click metrics. This functionality is available only to those subscribers provisioned with Karix as their mobile gateway.

Customers located in India provisioned with Karix as their mobile gateway will receive Karix URL Shortening and Tracking as part of their standard SaaS Products at no additional cost for all traffic sent within India..

1.3 Acceleration Services

The following set up services are provided:

1.3.1 Campaign SMS Light Onboarding Services

This service provides onboarding consulting services supporting set up activities for shared codes, one-way messages leveraging Sender ID codes, one dedicated long code provisioned by Acoustic, or any code(s) provisioned and supplied by Customer's own gateway partner. This service is designed for implementations with a maximum of two shared codes or two Sender IDs supported through the carrier approval process and up to two language delivery set ups for SMS campaigns requiring carrier approval. This remotely delivered service offering provides up to six scheduled, one-hour meetings, delivered within a 90-day period from the start of the Engagement. This service is required for all new SMS customers that purchase a Sender ID,shared code, or a dedicated long code with an Campaign subscription. Onboarding topics include mobile database enablement, completing SMS integration, leveraging SMS within web forms to capture SMS consent opt-in, legal disclaimer requirements when capturing SMS consent, all SMS programs available, segmenting to the SMS channel, and SMS within automated programs. Optionally, the Acoustic consultant can provide basic recommendations to send transactional SMS messages via API.

1.3.2 Campaign SMS Onboarding Services

This service provides onboarding consulting services supporting set up activities for SMS dedicated short code subscriptions that require mobile carrier approval or Customers who desire a more robust onboarding regardless of code type. This service is designed for implementations that incorporate up to two dedicated short codes provisioned by Acoustic and up to two language delivery set ups for SMS campaigns that require carrier approval. This remotely delivered service offering provides up to twelve scheduled, one-hour meetings, delivered within a six-month period from the start of the Engagement. This service is required for all new customers that purchase a dedicated short code with a Campaign Automation subscription.

A consultant will guide Customer through the SMS implementation process for the SaaS Products in two phases. Phase One: Consultant assists Customer through the required documentation processes and SMS program build work required for mobile carrier testing for dedicated code approval and code procurement (if applicable). Phase Two: Onboarding topics include mobile database enablement, completing SMS integration, SMS within web forms to capture SMS consent opt-in, legal disclaimer requirements when capturing SMS consent, all SMS programs available, segmenting to the SMS channel, and SMS within automated programs. Optionally, the Acoustic consultant can provide basic recommendations to send transactional SMS messages via API.

1.3.3 Campaign SMS Dedicated Long Code

This service updates the SaaS Product environment with the SMS capability. Customers are randomly assigned a long code from an available pool.

1.3.4 Campaign SMS Shared Long Code

This service updates the SaaS Product environment with the SMS capability. Each Acoustic Campaign Automation SMS Customer must select a unique alphanumeric keyword to identify their received mobile messages and distinguish them from others who are also simultaneously using the code.

1.3.5 Campaign SMS Dedicated Short Code

This service updates the SaaS Product environment with the SMS capability. Customers may either select unique numeric characters for a dedicated code or be randomly assigned a code from an available pool of numbers.

1.3.6 Campaign SMS Shared Short Code

This service updates the SaaS Product environment with the SMS capability. Each Acoustic Campaign Automation SMS Customer must select a unique alphanumeric keyword to identify their received mobile messages and distinguish them from others who are also simultaneously using the code.

1.3.7 Campaign SMS Sender ID

This service updates the SaaS Product environment with the SMS capability to send one-way mobile terminated messages in an entitled country. Each Customer will be provided either a specified alphanumeric ID or a randomly assigned code.

1.3.8 Campaign SMS Free to End-User

This service updates the SaaS Product environment with the SMS capability to send two-way SMS messages in the United States via a dedicated short code without the end user incurring charges from their mobile carrier for sending and receiving messages.

1.3.9 Campaign SMS SMPP Send

This service updates the SaaS Products environment with the SMS capability to support sending one-way and two-way SMS messages using Customer's own or their local SMS provider's gateway.

1.3.10 Campaign SMS Toll-Free Code

This service updates the SaaS Product environment with the SMS capability to support sending two-way SMS messages using a toll-free code. Customers may either select unique numeric characters or be randomly assigned a code from an available pool of numbers.

2. Service Levels

2.1 Service Level Agreement

3. Charges

3.1 Charge Metrics

The charge metric(s) for the SaaS Products are specified in the Transaction Document.

3.2 Pay Per Use Charges

A pay per use charge will be billed at the rate specified in the Transaction Document in the month following such use.

Pass Through Fees

3.2.2 International Messages

Mobile Messaging Partners will make commercially reasonable attempts to deliver SMS International Messages. Client will be invoiced for those messages that are not successfully delivered or that are delivered using a code different from Client’s subscription.

4. Additional Terms

4.1 Mobile Messaging Partner Fee Changes or Corrections

The SaaS Products rely on third party providers, including major wireless operators and mobile network and application providers (collectively, "Mobile Messaging Partners"), to send Digital Messages.

Solely if and to the extent necessary to the Mobile Messaging Partners' right to increase pricing or fees at any time, the price charged to Customer pursuant to the Transaction Document shall be increased accordingly. Acoustic will notify Customer of any such changes as soon as reasonably possible after it receives a notice thereof from a Mobile Messaging Partner, and the price changes will go into effect immediately upon going into effect by the applicable Mobile Messaging Partner(s).

In the event of a billing error by a Mobile Messaging Partner, Acoustic may invoice Customer for under-billed Digital Messages.

4.2 Mobile Messaging Partner Policy Changes

The SaaS Product relies on Mobile Messaging Partners' policies supporting the types of Digital Messages that may be sent in an entitled country. If Mobile Messaging Partners modify their policy in a manner that impacts the cost of Customer's purchased SaaS Products, then Acoustic may pass through the increased cost from the Mobile Messaging Partner. If Mobile Messaging Partners modify their policy in a manner that prohibits Acoustic from being able to fulfill its obligations under the contract using the SMS code type ordered by Customer, Acoustic may continue to provide the SaaS Products using an alternative code type and Acoustic may pass through the increased cost of the alternative code type from the Mobile Messaging Partner. For example, Mobile Messaging Partners may stop supporting a shared code in an entitled country, requiring Acoustic to procure a dedicated code in the entitled country.

4.3 Mobile Messaging Specific Terms

4.3.1 Campaign SMS Shared Long Code, Campaign SMS International Long Code, and Campaign SMS Shared Short Code

Acts or inaction by any other Acoustic Customer or Acoustic's Partner's Customers sharing the same code may adversely affect the availability of the code. Acoustic shall not be liable to Customer for any interruption in the Services associated with the shared code arising out of such actions or inaction of any Customer simultaneously using the shared code.

4.3.2 Campaign SMS Dedicated Long Code, Campaign SMS International Dedicated Long Code, and Campaign SMS Dedicated Short Code

Customers planning on running Competition campaigns must have their code configured and approved for contest/sweepstakes use by the wireless operators.

4.3.3 Campaign SMS Dedicated Long Code, Campaign SMS Dedicated Short Code, and International Dedicated Long Code

Acoustic, on behalf of Customer, will acquire/migrate the code that Customer may already have and submit the necessary paperwork required for Customer's use of the code to the wireless operators in the specific country for approval and activation/migration. Acoustic provides standard code management services on behalf of Customer which includes notifying and processing code renewal on behalf of Customer. Some campaigns may be restricted or require additional approvals from wireless operators before running. Acoustic will work with Customer and the wireless operator to accomplish this.

The time it takes for the wireless operators to activate/migrate a code typically takes between 8-12weeks from when the completed activation/migration form(s) are submitted to the wireless operators. Actual time may vary and is at the sole discretion of the wireless operators. Any updates needing activation/migration form(s) will restart the provisioning period.

4.4 Provisioning

The time it takes for the wireless operators to activate/migrate a code typically takes between 8-12 weeks from the time the completed activation/migration form(s) are submitted to the wireless operators. Actual time may vary and is at the sole discretion of the wireless operators. Any updates needing activation/migration form(s) will restart the provisioning period.

Customer will be charged as documented in the Transaction Document once Acoustic notifies Customer of their access to the SaaS Products. Completed activation or migration of a code does not start Customer's subscription.

4.5 Pass-Through Fees

Select wireless operators in the United States and Canada charge additional pass-through fees for mobile terminated and mobile originated messages sent through their network. Pass-through fees vary depending on the wireless operator and not all carriers charge for mobile terminated and mobile originated messages. Customer is responsible for all pass-through fees charged by a carrier in addition to the subscription price listed in the Transaction Document. Acoustic may invoice Customer for any pass-through fees charged by mobile carriers.

Pass-through fees change without advanced notice from wireless operators. Customer may request current pass-through fees and a report of messages charged from Acoustic after receiving pass-through fee invoices.

4.6 Shared Code for Testing

Customers waiting for access to a dedicated long or short code may request access to a shared code for testing purposes. Volume sent over the shared code for testing may not exceed 250 Digital Messages for the entire period of access to the shared code. Access to the shared code is strictly for testing. Once Customer has received access to their own dedicated long or short code, Customer must remove the provisioned shared code (as well as associated keywords) for testing from the SaaS Products.

4.7 Contact Lists

Customer will not use any contact lists with the SaaS Products that include persons who have not given permission to be included on such list for the purpose of receiving communications specifically from the Customer, unless the Customer has an existing business or personal relationship with such persons. Use of lists or data generated through affiliate marketing practices is expressly prohibited in all cases. Customer is required to include a valid opt-out mechanism in each message. Client’s listing on or blocking by any email industry monitoring organization or Internet Service Provider, including but not limited to Spamhaus, CloudMark, SpamCop, or Barracuda, will be considered a material breach.

4.8 Overage Charges

If actual usage of the SaaS Products during the measurement period exceeds the entitlement specified in the PoE, Customer will be charged for the overage as specified in the Transaction Document.

For a SaaS Products with a Digital Message charge metric, Acoustic will invoice Customer based upon the selected billing frequency for the Digital Message entitlements Customer orders. Actual usage will be metered and overage charges will be due if actual message usage exceeds the total number of entitled messages in aggregate for up to 12 monthly measurement periods during the subscription period.

Customer will be invoiced in arrears for overage charges each month, at the overage rate specified in the PoE,once the total aggregate has been reached. Such overage charges are due in addition to the base monthly entitlement charge.

If the subscription period is greater than 12 months, the aggregate total number of entitlements will be based on 12 monthly measuring periods. The aggregate total will reset to zero after the 12th monthly measuring period. Overage charges for the next 12 monthly measuring periods will not be due until the actual message usage exceeds the total number of entitled messages in aggregate for such 12 monthly measurement periods.

If a subscription period is less than 12 months or less than 12 monthly periods remain in a subscription period, the number of monthly entitlements remaining in a subscription will be used for the total number of entitled messages in aggregate.

4.9 Customer Obligations

General

Customer will defend (at Acoustic's sole option), or, indemnify, and hold Acoustic harmless from and against any claims and/or damages that arise from or are related to (i) Customer's use of the SaaS Products, (ii) Customer's breach of the terms of this section or(iii) any recipient of any of Customer's messages or by any other third-party claiming or alleging that Customer is an agent, principal, joint venturer, partner, affiliate, representative, employee, employer, or fiduciary of Acoustic.

Acoustic will provide Customer(at Customer's expense) with information and assistance reasonably necessary to defend a claim. Any investigation (faulty or otherwise) or any failure to investigate by Acoustic shall not limit or otherwise affect Acoustic's right or ability to obtain full and complete relief from Customer.

Information and In dependencies:

4.10 ISO Certifications Customer Obligations

Acoustic Campaign SMS does not provide an annual ISO 27001 Certification due to sub-processing dependencies on Mobile Messaging Partners.