These terms for the Ribbon Resale Messaging Services are expressly incorporated into the agreement pertaining to the voice services described herein entered into by Customer and one of the operating entities that is a subsidiary of Ribbon Communications Inc. (“Ribbon Communications”) including any relevant amendments or addendums (the “Agreement”).  All capitalized terms used herein are as defined in the Agreement unless otherwise specified herein.

1.      Service Description.

1.1       Ribbon Communications, through its service delivery affiliate for the applicable jurisdiction, will provide Customer a Service that allows Customer to incorporate the Ribbon solution into the Customer application for its customers (“Messaging End Customers”) to send and receive short message service (“SMS”) text messages on any telephone number the Customer enables (“Resale Messaging”), pursuant to the terms and conditions set forth in the Agreement. Ribbon will use commercially reasonable efforts to process the message and promptly route messages with downstream communications carriers for delivery to the final destination.

1.2       Enablement.  Ribbon will grant Customer access to its portal, or the supporting application protocol interface (“API”), for Customer to enable its telephone numbers obtained from its Ribbon Inbound Voice Services or its Ribbon Toll Free Services (“Messaging Enabled Numbers”), to send and receive any messages delivered via Ribbon Resale Messaging Service, and to track delivery analytics provided therein.

1.3       Message Retention Schedule.  For messages transmitted via Ribbon Resale Messaging Services, Ribbon will retain: (i) the messages in their entirety (message detail record and content) for no longer than fifteen (15) days from successful processing to assist with addressing any support or technical issues; and (ii) the message detail record for no longer than three (3) years (“Message Retention Schedule”).  Notwithstanding the Message Retention Schedule, Customer will be solely responsible, as between Ribbon and Customer, for retaining, or requiring its Messaging End Customers in writing to retain, any messages or message detail records necessary to ensure its compliance with all applicable laws. 

1.4       Restrictions.  To protect our network and connections with underlying providers for this Service, Ribbon will employ throttling on outbound SMS Messages consistent with industry standards and guidelines.  Ribbon reserves the right to employ any other throttling measures, including without limitation restricting the number of messages per number per day, as Ribbon deems necessary in its sole and reasonable discretion.  Ribbon also reserves the right, but is under no obligation, to: (i) monitor the use of the Ribbon Resale Messaging Service by Customer, or its Messaging End Customers, under this Service Specific Description, including without limitation messages sent using the Ribbon Resale Messaging Service, in the normal course of provisioning its Services; (ii) block the transmission of any data or content, which might be in violation of the Agreement or any applicable law, without notice; and (iii) discontinue Service under this Service Specific Description, without notice, if Ribbon determines, in its reasonable and sole discretion, that Customer is presenting, directly or via proxy, to its Messaging End Customers an application without additional features beyond the Ribbon API. 

1.5       Warranty Disclaimer.  Ribbon will only transmit such messages, expressly conditioned on a basis of good faith that Customer and its Messaging End Customers use the Services in accordance with the Agreement, including without limitation Section 3 below.  Due to the conditions set forth in Section 3, Ribbon cannot guarantee the delivery, accuracy, content, reliability, security, performance, or timeliness or success of delivery of messages using the Ribbon Resale Messaging Service.  Under no circumstances will Ribbon be responsible for the messages Customer or any of its Messaging End Customers transmits via Ribbon Resale Messaging Service, including without limitation for the accuracy, message corruption, inappropriate, fraudulent, or inaccurate content, breach of privacy, or breach of data security associated with such messages.  Customer agrees to include a disclaimer no less stringent than this Section in the agreements with its Messaging End Customers.   

1.6       Internal Use.  For avoidance of doubt, Ribbon agrees that Customer may also use the Ribbon Resale Messaging Service for its internal business purposes pursuant to the terms of this Service Specific Description.

2.      Rates.

2.1       Ribbon will calculate all Rates for Ribbon Resale Messaging Services on a per-message basis for any message received into the Ribbon platform, regardless of the successful delivery of the message.

2.2       Ribbon will provide Rates for Ribbon Resale Messaging Services as outlined in the applicable exhibit to the Agreement with the Customer. 

3.      Customer Responsibilities.

3.1       Customer will order Ribbon Resale Messaging Services by expressly authorizing and enabling the Service in the Ribbon portal, or the supporting API, to enable the Messaging Enabled Number, which will result in the registration of such Messaging Enabled Numbers for messaging.  Such authorization will require Customer to ensure that the Messaging Enabled Numbers used in Ribbon Resale Messaging Services are provisioned on behalf of legitimate owners of the telephone numbers.

3.2       Customer acknowledges, and will ensure that its Messaging End Customers acknowledge in writing, that delivery time for messages using Resale Messaging depend on various factors associated with the third-party networks used to deliver messages, including without limitation their default practices on discarding undelivered messages.  

3.3       Though Ribbon utilizes electronic and physical security to reduce the risk of improper access to or manipulation of data during transmission and storage, Customer acknowledges, and will ensure that its Messaging End Customers acknowledge in writing, that (i) text messages are transmitted unencrypted when traversing the Public Switched Telephone Network; and (ii) Ribbon does not guarantee the security or integrity of the personal information in transmission or storage with Ribbon Resale Messaging Services.  Customer agrees to communicate all such sensitive information by a different protected or encrypted method, and require the same of its Messaging End Customers in writing.

3.4       Customer warrants that: (i) Customer will be solely responsible for complying with all applicable regulations and restrictions prohibiting or regulating messages transmitted via Ribbon Resale Messaging Services in each jurisdiction where messages are transmitted, distributed or received (“Applicable Consumer Protection Laws”); (ii) the owners of the telephone numbers Customer uses to initiate unsolicited text messages through Ribbon Resale Messaging Service have expressly consented, or otherwise opted-in, in writing to receive such messages for commercial purposes as required by any applicable law or regulation; (iii) Customer will provide clear opt-out or unsubscribe information on text messages as required by any applicable law or regulation; and (iv) Customer will obtain warranties set forth in subsections (i), (ii) and (iii) in writing from any of its Messaging End Customers using the Ribbon Resale Messaging Service.

3.5       Customer agrees to be solely responsible for: (i) scrubbing and maintaining the list of recipients of their messaging; (ii) obtaining and retaining all documentation sufficient to demonstrate the compliance set forth in this Section, and providing such to Ribbon upon written request; (iii) setting and securing any endpoints used in conjunction with Ribbon Resale Messaging Services; (iv) all acts or omissions that otherwise occur under the Customer account; and (iv) obtaining warranties as set forth in subsections (i), (ii) and (iii) in writing from any of its Messaging End Customers using the Ribbon Resale Messaging Service. 

4.     Fair Usage Policy for Ribbon Resale Messaging Services.

4.1       Ribbon Communications provides Ribbon Resale Messaging Services under the Agreement conditioned upon compliance at all times with the Fair Usage Policy set forth in this section, which is designed to prevent fraud and abuse of the Services.

4.2       The Ribbon Resale Messaging Services are intended to be used for general purpose enterprise usage (which may include conferencing or enterprise contact center usage). Ribbon Communications strictly prohibits any use of the Ribbon Resale Messaging Services inconsistent with the purpose, including without limitation that traffic patterns fail to conform to a natural distribution determined by Ribbon using its sole discretion across RBOC, ILEC, CLEC and wireless origination points (collectively “Prohibited Uses”).

4.3       Ribbon Communications will monitor usage patterns and notify Customer of any usage that appears to be Prohibited Use(s), and reserves the right to take any unusual activity as determined by Ribbon using its sole discretion into account in making its determination. If Customer does not correct the Prohibited Use by the end of the billing cycle following the notification by Ribbon Communications, or if Prohibited Uses appear in any subsequent billing cycles, Ribbon Communications reserves the right, in its sole discretion and without any additional notice, to adjust the amounts invoiced to Customer for any affected billing cycles to reflect the appropriate pricing for such Prohibited Uses or terminate the Agreement.

5.      Cooperation with Third Parties.

5.1     Ribbon Communications is providing the Voice Services through third party service providers with whom Ribbon Communications has entered into a contractual relationship whereby it can offer the voice services the subject of this Service Specific Description to the Customer. Customer will be required to co-operate with such third parties (as notified by Ribbon Communications to the Customer) in the delivery of the Services.