RCS Studio Terms of Service
Updated: 7/16/2026
General Terms
1. DEFINITIONS
1.2. “Agreement” means the RCS Studio Order and these Terms of Service.
1.3. “ProgramSubmission Form” means a document in the form provided by Vibes to Customer prior to the commencement of Service that describes messaging programs and Content to be delivered to Users, to ensure that the Customer services comply with this Agreement and the requirements imposed by the Network Operators.
1.4. “CustomerU ser Data” means identification and usage data provided by Users to Customer orcollected by Customer in connection with a User’s use of a Program.
1.5. “Content” means any information, text, URLs, videos or images, and any other services.
1.6. “Interactive Device” means any mobile device that enables Users to access a Network Operators’ network and for which Customer provides Content.
1.8. “Person”means any individual, corporation, partnership, joint venture, association, trust or other entity group.
1.11. “Standard Rate” means that Messages are charged to the User according to the terms of the User’s messaging plan for Messages.
1.12. “Term” shall have the meaning ascribed to that term in Section 10.
1.14. “Use” includes any act, which if committed without the proper authorization of the owner of an Intellectual Property Right, would constitute an infringement of such right.
1.15. “User” means a Carrier subscriber with a compatible Interactive Device who subscribes to receive one or more Messages through the Services.
2. SERVICE
2.1. General. Vibes will provide Customer with access to and use of RCS Studio and the Vibes’ messaging platform and related systems and network connections asset forth in the General Terms (the “Services”). The Services include but are not limited to interactions with computer systems of third-party wireless carriers who have entered into agreements with Vibes (“Carriers”) and/or other service providers designated by a Carrier and/or by a Party (“Ancillary Carriers”) (and collectively “Network Operators”).
2.2. Content. Customer shall (a) deliver and continue to provide the Content set forth in the Customer Responsibilities, and (b) maintain the technical interface specified by Vibes between Customer’s systems and Vibes’ technologies and network interface. As needed and at Customer's sole cost and expense, Customer shall provide or obtain the Content and shall cooperate with Vibes to set up and test the performance of the Customer interface and Content with Vibes’ technologies and network interface. Vibes is not responsible for problems experienced by Customer and/or any User who opts to receive Content in accessing the Services caused by delays or failures on the part of Customer and/or any contractor or agent of Customer.
2.3. Restrictions on Use. Customer shall not use the Services for purposes not anticipated hereunder, without the prior written consent of Vibes. Vibes shall not use the Content for any purpose not anticipated hereunder, without the prior written consent of Customer.
3. PAYMENTS
3.1. Fees. Customer shall pay to Vibes fees in the amounts and in accordance with the terms and conditions set forth in the Sales Order.
3.2. Taxes. All amounts payable by Customer pursuant to this Agreement are exclusive of any applicable sales, use, gross income, occupational, or similar taxes, import or export fees, duties, imports, or tariffs, or any other taxes, duties, charges, or fees of any kind which may be levied in connection with the transactions covered under this Agreement (“Taxes”). Payments of Taxes are the responsibility of Customer whether or not added to applicable invoices by Vibes. Any Taxes that (i) are owed by Customer with respect to this Agreement; (ii) are required or permitted to be collected from Customer by Vibes under applicable law; and (iii) are based upon the amounts payable under this Agreement, shall be paid by Customer to Vibes upon Customer’s receipt of an Invoice including such Taxes.
3.5. Expenses. Except as specifically provided for elsewhere in this Agreement, each party shall bear their own costs and expenses incurred in the performance of its obligations under this Agreement.
4. USERS
4.1. Code of Conduct. Customer agrees to adhere to all terms of the Code of Conduct, included in the Customer Responsibilities (“Code of Conduct”). If Customer breaches the Code of Conduct, Vibes shall have the right to immediately terminate this Agreement pursuant to Section 10. Customer will provide all support to Users in a manner consistent with industry standards. Nothing in this Agreement shall be construed to grant any User any right whatsoever to receive maintenance or technical support services from Vibes.
4.2. Programs. Customer’s right to launch a new Standard Rate service program is conditional upon Customer first completing and returning electronically toVibes (to such email or other address as Vibes may specify for this purpose) a Program Submission Form which satisfies Vibes and the relevant Network Operators that the Customer program will be run in accordance with the terms of this Agreement and the requirements of the relevant Network Operator. At its discretion, Vibes may require tests to be run on a new Standard Rate program before deciding whether or not it can be delivered to Users. Customer shall continue to be obliged to inform Vibes and receive approval prior to any changes to the details on the Program Submission Form throughout the Term.
5. NETWORK OPERATOR REQUIREMENTS FOR SERVICES
5.1. General. Customer acknowledges that (i) one or more Network Operators may require that entities seeking to use such Network Operator’s services and/or equipment agree to certain covenants and representations, (ii) that certain Network Operators may place limits on the type and number of Messages sent to and from Users containing Content that such Network Operator s will handle at a given time, and (iii) that until such agreement(s) have been entered into, Vibes may not be permitted to perform under this Agreement with respect to such Network Operators. Vibes shall provide prompt written notice to Customer of any Network Operator terms (including changes thereof from time to time) that the Customer must comply with and acknowledge. Customer shall promptly notify Vibes if Customer determines that Vibes must halt performance under this Agreement with respect to one or more Network Operators because Customer is unwilling to comply or cannot comply with or authorize or enable Vibes to comply with such Network Operator’s requirements.
5.2. Complaints. Customer acknowledges that Network Operators reserve the right to investigate any User complaints alleging a violation by Vibes or Customer of a Network Operator agreement or a violation of requirements imposed by Network Operators on Vibes and/or Customer, and, in certain circumstances, suspend its connection with Vibes. Customer further acknowledges that if a Network Operator receives a complaint from a User or a governmental or law enforcement agency(“Complaint”) claiming that any Messages are false, inaccurate, misleading, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable or infringe on the intellectual property rights of others, the Network Operator may notify Vibes in writing of such Complaint and may suspend such Network Operator’s connection with Vibes or the short code on which the Messages have been transmitted, until such time as the Complaint is remedied or otherwise resolved. Vibes has agreed to remedy such Complaints as promptly as is commercially reasonable using methods it deems most appropriate. Customer acknowledges that the obligations described in this Section 5.2 may prevent Vibes from performing under this Agreement with respect to such Network Operator.
5.3. Privacy. Customer acknowledges that neither Network Operators nor Vibes can guarantee the privacy of Messages and Vibes has agreed that Network Operators will not be liable to Vibes, Customer or the Users for any lack of privacy or security experienced when using the Services and Customer agrees that Vibes will not be liable to Customer or the Users for any lack of privacy or security experienced when using the Services. Customer also acknowledges that to the extent permitted by law; (i) Vibes has the right to intercept and disclose any Messages to the extent reasonably necessary to protect its rights or property, including without limitation, to protect the operation of the Services, or to comply with the law and/or governmental or regulatory inquiries or requirements; and (ii) Network Operators have the right to intercept and disclose any transmissions over their systems in order to protect their rights or property, including without limitation, to protect the operation of their networks or to comply with the law and/or governmental or regulatory inquiries or requirements.
5.4. No Liability for Network Operator Actions. CUSTOMER UNDERSTANDS AND AGREES THAT, WITH RESPECT TO NETWORK OPERATOR’S SERVICES: (A) ALL MESSAGES MAY NOT BE DELIVERED; AND (B) NEITHER VIBES NOR ANY NETWORK OPERATOR WILL BE LIABLE TO CUSTOMER FOR ANY UNDELIVERED OR DELETED MESSAGES, REGARDLESS OF THE REASON FOR DELETION OR NON-DELIVERY. NEITHER VIBES NOR ANY NETWORK OPERATOR MAKES ANY REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE NETWORK OPERATOR’S SERVICES OR THAT THEY WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS OR THAT ALL MESSAGES WILL BE DELIVERED.
6. LICENSE AND OWNERSHIP RIGHTS
6.1. License to Content. Customer hereby grants to Vibes a non-exclusive and royalty-free license to use, reproduce, distribute and publicly perform and display all copyrights (including but not limited to rights in computer software), patents, trademarks, trade names, trade secrets and such other intellectual property rights as necessary to set up the Services and make the Content available through Network Operators (if any).
6.2. Ownership. As between the parties, Customer shall own the Content, and Vibes shall own the Services (including all technologies related thereto). The services and materials provided or made available under this Agreement by Vibes involve only Vibes’ performance of services related to the setup, operation and maintenance of the Services. None of Vibes’ software, technology, or other intellectual property are “deliverables” that are assigned or licensed to Customer in connection with the performance of Services, even if Vibes uses the same in connection with the setup, operation, and/or maintenance of the Services.
7. CONFIDENTIALITY
7.1. Confidential Information. “Confidential Information” means all non-public written or oral information disclosed by one Party to another during the negotiation or performance of this Agreement that is clearly identified as confidential information. The following shall be excluded from the definition of Confidential Information: (i) information that is known to the receiving Party at the time of disclosure to the receiving Party; (ii) information that is or becomes publicly known through no wrongful act of the receiving Party; and/or (iii) information that has been rightfully received by the receiving Party from a third party who the receiving Party reasonably believes isauthorized to make such disclosure.
7.2. Ownership. The Parties agree that all items of Confidential Information shall remain the property of the disclosing Party.
7.3. Obligations. The Parties agree: (i) to use the Confidential Information only for the purposes of performing this Agreement; (ii) that each Party will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (iii) that neither Party will create any derivative work from Confidential Information disclosed to it by the disclosing Party; (iv) not to disclose any of the Confidential Information to any third party without the prior written consent of the disclosing Party, provided, however, that any such information may be disclosed to such Party’s employees, agents or representatives who need to know such information to perform this Agreement and agree to keep such information confidential and to be bound by this Agreement to the same extent as if they were parties to this Agreement; and (v) to return or destroy all Confidential Information of the other Party and all other materials derived therefrom in its possession or control upon termination or expiration of this Agreement.
7.4. Notice of Disclosure. In the event of any legal action or proceeding or asserted requirement under applicable law or government regulations calling for disclosure by the receiving Party of the Confidential Information, the receiving Party shall promptly notify the disclosing Party and, upon request ofthe disclosing Party, shall cooperate with the disclosing Party in contesting such disclosure at the expense of the disclosing Party
7.5. Damages. The receiving Party recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the irreparable harm that could result to the disclosing Party if the Confidential Informationis disclosed to any third party and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by the receiving Party or its employees, agents or representatives. Accordingly, in addition to all other remedies, the disclosing Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and the receiving Party further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy.
7.6. Survival. The Parties agree that the restrictions set forth in this Section 7 shall survive the termination of this Agreement indefinitely.
8. REPRESENTATIONS AND WARRANTIES
8.1. Mutual Representations and Warranties. Each Party hereby represents and warrants that: (i) this Agreement has been duly and validly executed and delivered by such Party and constitutes a legal and binding obligation of such Party, enforceable against such Party in accordance with its terms; (ii) such Party has all necessary corporate right, power and authority to enter into this Agreement and perform its obligations hereunder; and (iii) such Party’s execution, delivery and performance of this Agreement does not and will not conflict with or violate any provision of law, rule or regulation to which such Party is subject, or any material agreement or other obligation directly or indirectly applicable to such Party.
8.2. Quality of Content. Customer represents, warrants, and covenants that it has and throughout the Term will continue to have all necessary rights and licenses in the Content necessary to allow Vibes to set up, maintain, and make the Services available as contemplated by this Agreement. Customer represents that the Content does not infringe any copyright or misappropriate any trade secret of any person and the transmission of the Content will not violate any federal, state or local law, regulation or ordinance. Customer further warrants that it will not send any Message to Vibes pursuant to the terms of this Agreement for transmission to any person who has not requested the Message or been requested by a User to be sent to another person.
8.3. Services. Subject to Customer’s obligations with respect to the Content and Vibes’ obligations to Network Operators, Vibes hereby represents, warrants, and covenants that it has and throughout the Term will continue to have all necessary rights and licenses to set up, maintain, and make available the Services as contemplated by this Agreement.
8.4. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW, VIBES DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SERVICES, RELATED TECHNOLOGY, RELATED INTERFACES OR RELATED PLATFORMS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND TITLE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SERVICES ARE PROVIDED “AS IS, WITH ALL FAULTS.” VIBES DOES NOT WARRANT THAT THE SERVICES WILL MEET USER’S REQUIREMENTS OR THAT THE OPERATION OR USE OF THE SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. VIBES EXPRESSLY DISCLAIMS(A) ANY LIABILITY RESULTING FROM USERS SENDING MESSAGES TO AN ALLOCATED NUMBER INSTEAD OF ANOTHER NUMBER OR CODE, OR VICE VERSA, AND (B) ANY LIABILITY IN RESPECT OF ANY CUSTOMER CONTENT, OR INSTRUCTIONS SUPPLIED BY CUSTOMER THAT ARE INCORRECT, INACCURATE, ILLEGIBLE, OUT OF SEQUENCE, OR IN THE WRONG FORM, OR ARISING FROM THEIR LATE ARRIVAL OR NON-ARRIVAL, OR ANY OTHER ACT OR OMISSION OF CUSTOMER OR ANY OF ITS USERS.
9. LIMITATIONS OF LIABILITY
9.1. Limitations of Liability. IN NO EVENT SHALL VIBES BE LIABLE TO YOU UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2. Liability Cap. THE MAXIMUM CUMULATIVE MONETARY LIABILITY OF VIBES OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE CUMULATIVE AMOUNTS PAID BY CUSTOMER TO VIBES AS OF THE DATE OF THE OCCURRENCE OF THE INCIDENT GIVING RISE TO THE CAUSE OF ACTION OR CLAIM OF LIABILITY. MULTIPLE CLAIMS SHALL NOT SERVE TO INCREASE THIS LIMITATION OF LIABILITY.
10. TERM AND TERMINATION
10.1. Term. This Agreement shall become effective on the Effective Date, and continue in effect for the term in the Sales Order unless it is terminated earlier in accordance with this Agreement (the “Term”).
10.2. Termination for Breach. Either Party may terminate this Agreement upon Default (as defined below) of the other Party by giving thirty (30) days prior written notice to the defaulting Party (unless such Default results from a breach of the Code of Conduct whereby such termination shall be automatic upon Vibes learning of such breach and notifying Customer thereof), specifically identifying the Default on which such notice is based. Except for breaches under Section 3.2, the defaulting Party will have a right to cure such default within thirty (30) days of receipt of such notice, unless the cause of the breach requires cure in a shorter period as directed by a Network Operator, and this Agreement shall terminate only in the event that such cure is not made within such thirty-day period. As used herein, the term “Default” means (i) the failure by a Party to observe or perform in any material respect any of its obligations under this Agreement or the Service Level Agreement or (ii) a Party’s insolvency, assignment for the benefit of creditors, appointment or sufferance of appointment of a trustee, receiver or similar officer, or any voluntary or involuntary proceeding seeking reorganization, rehabilitation, liquidation or similar relief under bankruptcy, insolvency or similar debtor-relief statutes.
10.3. Termination by Vibes. Vibes shall have the right to terminate this Agreement immediately if (a) one or more of the Carriers upon which the provision of the Services hereunder is dependent terminates its provision of services to Vibes; (b) any material modification to Vibes’ existing Carrier contracts or any change in applicable law that makes the provision of the Services illegal or contrary to a law or regulation, in Vibes’ sole discretion, to provide the Services; (c) a competitor of Vibes’ acquires more than 50% of the voting stock or membership interests of Customer or substantially all of Customer’s assets; or (d) Customer fails to comply with its representations and warranties in this Agreement, in Vibes’ reasonable discretion.
10.4. Survival. In the event of expiration or termination of this Agreement for any reason, the following sections shall survive such termination or expiration: 3 (to the extent necessary to make any payments accrued prior to termination or expiration), 4, 5.5, 6.2, 7, 8.4, and 9.
11. GENERAL
11.1. Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be either: (i) via electronic mail; (ii) delivered by hand, in which event the notice shall be deemed effective when delivered; (iii) delivered by prepaid registered or certified mail, return receipt requested, in which event the notice shall be deemed effective when received; or (iv) delivered by recognized overnight courier services; and shall be deemed to have been received as of the regularly scheduled time for delivery established by such courier service. All notices and other communications under this Agreement shall be given to the Parties hereto at the following addresses:
Vibes: Vibes Media, LLC
300 West Adams, 7th Floor
Chicago, IL 60606
Attn: Charley Cassell
11.2. No Joint Venture. Nothing in this Agreement shall be construed as establishing a joint venture between Vibes and Customer. Neither Party shall have the right to enter into any agreement that binds or obligates the other in any way, except as otherwise provided expressly in this Agreement.
11.3. Severability. In the event that any provision of this Agreement is determined to be invalid or unenforceable for any reason, such provision shall be deemed modified, if possible, to the extent required to render it valid, enforceable and binding, and such determination shall not affect the validity or enforceability of any other provision of this Agreement.
11.4. Assignment. The rights and obligations conferred hereunder cannot be assigned or delegated by a Party without the prior written consent of the other Party, and any purported assignment shall be void, however either Party may assign its rights in this Agreement to a successor in interest in a transaction involving the majority of a Party’s assets or equity.
11.5. Binding Agreement. This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, relating to the subject matter hereof. This Agreement may be signed in one or more counterparts, all of which taken together will be deemed one original. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
11.6. Execution in Counterpart. This Agreement may be executed in multiple counterparts, each such counterpart being deemed an original copy thereof.
11.7. Force Majeure. Neither Party shall be responsible to the other for any failure to comply with the terms of this Agreement due to causes beyond its reasonable control.
11.8. Non-Waiver. Failure by either Party at any time to enforce any of the terms hereof or a breach by the other Party shall not constitute a waiver of any of the provisions hereof or of subsequent breaches.
11.9. Merger and Integration. This Agreement constitutes the entire and final expression of the agreement between the parties pertaining to the subject matter hereof, and supersedes all prior related communications or agreements, whether oral, written, or electronically transmitted, between the Parties.
11.10. Governing Law. This Agreement shall be governed by the laws of the State of Delaware.
11.11. Headings. The subject headings of the sections of this Agreement are included for convenience only, and shall not affect the construction or interpretation of its provisions.
Services Description
1. General.
1.1. The Services shall consist of Vibes providing Customer with access to RCS Studio for routing RCS Business Messages. Vibes shall operate and maintain (a)one or more computer servers that are controlled and/or operated by Vibes and used to host the proprietary technology and application software owned or licensed by Vibes and used to deliver the Services and any other third-party software in connection with the Services, (b) its operating system and (c) its platform software.
2. Operations. The Services shall operate as follows:
2.1. Messages
2.1.1. Supported Message Formats. The Services supports one-way and two-way RCS Business Messages for Users.
2.1.2. Message Delivery. The delivery of Messages will be subject to Vibes’ controls concerning the maximum number, size and type of content of Messages that can be sent by Customer during a period of time (“Through Rate”) and further described in the Order. Through Rate shall be measured in Transactions per Second (“TPS”) such that each Message typically constitutes a transaction and Vibes reserves the right to limit TPS.
2.2. Vibes Responsibilities. Vibes’ responsibilities with respect to the Services, as between Vibes and Customer, are to transmit Messages to and from Users based upon the selections Users designate. Vibes will provide an API to enable Customer to submit Messages to Users:
2.3. Vibes will provide access to the networks of the Network Operators listed in our developer documentation here (https://developer.vibes.com/display/CONNECTV3/Appendix+- +Carrier+Codes). This list is subject to change from time to time. Other Network Operators may be added based on a request from Customer and agreement by Vibes.
2.4. Vibes API enables Customer to receive Mobile Originated (“MO”) Messages and enables feedback on message failures and indicates if message should be retried.
2.5. Prior to launch of the Services with each Network Operator, Vibes will assist and cooperate with Customer in the development and testing of the Services.This testing shall be at no cost to Customer. Vibes shall assist Customer in the monitoring and accuracy of the performance of the Services, which shall include but not be limited to the sending of live messages to test devices under the control of Customer.
2.6. Vibes will provide for sufficient bandwidth and other capabilities to deliver Messages to the User in a prompt and timely manner, subject to the service levels described in this Agreement.
3. Changes. Vibes shall provide Customer with reasonable prior written notice of any planned changes to the Gateway, systems and/or the network or of any other events, which may cause permanent or temporary interruptions to the Services.
Customer Responsibilities
1. General. Customer is responsible for handling User registration to receive Content, acquiring all rights necessary for the transmission and other authorized uses hereunder of the Messages and all Content, and maintaining its technology infrastructure for delivering Messages through the Services.
2. Content. Customer shall provide Vibes with Program Submission Forms for all campaigns delivered using the Services. Vibes may reject any Programs submitted for approval based on Network Operator compliance requirements.
3. User Information. Customer shall provide Vibes with all User Information and any instructions necessary for Vibes to perform its obligations with respect to the Services, including user name, password, and identification number.
4. Code of Conduct. Customer shall comply with the Code of Conduct.
5. Support Services. Customer shall be responsible for providing all support services to Users with respect to the Services, provided that Vibes will cooperate with Customer as needed for Customer to be able to provide such support services. Customer shall prominently provide contact information (at a minimum, an e-mail address) for Customer’s customer service at a location easily accessible to any User to allow such User to access the contact information after the User has registered for the Services or opted in to receive Content. If User contacts Vibes in relation to the Services, Vibes shall redirect or transfer such User to the support facilities of Customer, or, if such a transfer is not, in Vibes’ opinion, reasonably practicable, for any reason, then Vibes may itself provide an initial response to the query or complaint.
6. Governmental Compliance. Upon request, Customer shall provide all reasonable assistance to Vibes in connection with providing information or material relating to the Services or Content that Vibes does not already have in its possession, if needed for Vibes’ compliance with any governmental or industry requirements .
7. Compliance. Customer shall be solely responsible for its customers, partners, agents and employees and their compliance with the terms of this Agreement. Customer shall require any customers who use the Services to comply with this Agreement.
8. Network Operator Enquiries . Customer agrees to reasonably cooperate with all reasonable requests about Customer’s programs from Network Operators and reasonably assist Vibes in resolving such requests.
Code of Conduct
1. CUSTOMER CODE OF CONDUCT. THIS DOCUMENT OUTLINES THE CODE OF CONDUCT THAT MUST BE ADHERED TO BY USERS OF VIBES’ SERVICES (THE “CODE OF CONDUCT”). THE CODE OF CONDUCT COVERS ALL FORMS OF COMMUNICATIONS CARRIED VIA VIBES’ SERVICES.
2. LEGAL OBLIGATIONS. CUSTOMER MUST ENSURE THAT SERVICES RUNNING ON OR THROUGH ITS EQUIPMENT COMPLY WITH ALL RELEVANT DATA AND CONSUMER PROTECTION LEGISLATION OR SUCH SIMILAR LAWS OR REGULATIONS IN ALL JURISDICTIONS IN WHICH USERS RESIDE.
2.1. General Obligations. Customer’s collection, access, use and disclosure of User information shall comply with all applicable foreign, federal, state, and local laws, rules and regulations as they may be amended from time to time, including without limitation: (i) the Federal Communications Commission’s Customer Proprietary Network Information rules and regulations implementing 47 USC §222; (ii) the California Online Privacy and Disclosure Act of 2003; and (iii) laws governing marketing by telephone, direct mail, e-mail, wireless text messaging, fax, and any other mode of communication (collectively, “Privacy Laws”). For purposes of its obligations hereunder, the acts or omissions of Customer’s employees shall also be deemed the acts or omissions of Customer. Customer shall be solely responsible for any remediation or financial penalty resulting from its violations of this Code of Conduct. Customer shall not transmit any Content that:
a) violates the requirements of any Network Operator that transmits Content;
b) is false, inaccurate, misleading, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
c) does not comply with all applicable laws and regulations related to advertisements directed to children
d) Customer does not have a right to make available under any law or under contractual or fiduciary relationship;
e) infringes any patent, trademark, trade secret, copyright, or other proprietary rights or rights of publicity or privacy of any party;
f) is unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” or any other forms of solicitation;
g) violates the standards of practice set forth by the Mobile Marketing Association and CTIA;
h) interferes with or disrupts the Services or Network Operators’ networks connected to the Services, or disobeys any requirements, procedures, policies, or regulations of networks connected to the Services;
i) contains any (i) viruses, worms, Trojan horses, or other code that might disrupt, disable, harm, erase memory, or otherwise impede the operation, features, or functionality of any software, firmware, hardware, wireless device, computer system or network, (ii) traps, time bombs, or other code that would disable any software based on the elapsing of a period of time, advancement to a particular date or other numeral, (iii) code that would permitany third party to interfere with or access the User Information, and (iv) Content that causes disablement or impairment;
j) violates any applicable local, state, national or international law, or any regulations having the force of law;
k) collects or stores personal data about Users in violation of the Code of Conduct or applicable laws, rules or regulations; or
l) does not comply with Google’s RBM Acceptable Use Policy (https://developers.google.com/business-communications/rcs-business-messaging/support/aup)
2.2. Security. Customer will, at its own expense, take all security measures necessary to: (i) protect the Services from unauthorized access, copying or use; and (ii) prevent third party access to Customer’s password(s) to the Services. Customer will immediately inform Vibes if Customer becomes aware of any possible or actual unauthorized use or misuse of the Services.
2.3. Opt-Out. Customer must give Users the ability to opt-out of receiving Content in addition to the Content specifically requested by the User. Customer will stop sending Messages to a User who has opted-out from receiving Messages as soon as possible but in no case later than 24 hours after receipt of the opt-out request (or any shorter time period required by applicable regulatory entity or regulation, if applicable). Customer will, within 24 hours of receiving a written request from Vibes, provide Vibes with proof of User’s opt-in requests, opt-out requests and/or Customer’s response time for discontinuing the provision of Messages to Users who have opted-out to Vibes’ satisfaction. Customer agrees to keep such records during the term of this Agreement and for 1 year thereafter (except where Customer is required to delete records due to applicable law, rules, or regulations, or pursuant to Customer’s customers’ requests).
2.4. Prior Consent. Permission to communicate with a User must be solicited in advance in a form that is easily understandable. Detailed terms and conditions may be provided elsewhere, such as by referring to a website. No Content may be sent unsolicited or without the User’s express consent. Affirmative User action is required to provide express consent. When inviting individuals to subscribe to receive Content, Customer must clearly explain what such individual is agreeing to receive. If additional Content is subsequently introduced, Customer shall invite Users to subscribe to the new Content unless a User has specifically agreed in advance to receive all/any such additional Content. Users having given their permission should not be sent Messages that they should not reasonably expect to receive.
