TEXT MESSAGING TERMS AND CONDITIONS

This Text Message Terms & Conditions and Privacy Policy describes the information Guide by Cell Inc. and our divisions Engage by Cell, Train by Cell and Give by Cell (collectively “EBC”) collect when an organization (“Organization/User/Users”) uses EBC’s cloud – based software and services (“Services.”) (All terms defined below). By “Opting In” to or using Provider’s “Text Message Service”, you accept these Terms & Conditions and agree to resolve disputes with Provider through binding arbitration (and with very limited exceptions, not in court), and you waive any right to participate in class actions, all as detailed in the “Disputes” section below.

DEFINITIONS
‍
“Services” mobile technology offerings provided by EBC (“Provider”).

“Text Message Service”: includes any arrangement or situation in which Provider sends (or indicates that it may send, or receives a request that it send) one or more text messages.

“Organization”, “User(s)”: Individual(s), company, or organization who uses EBC’s technology.

“Provider” or “EBC”: Guide by Cell Inc., a California Corporation, or one of its divisions Engage by Cell, Give by Cell, Train by Cell, Win by Cell, or Fund by Cell

“User” or “End User”: The person or persons who interact with Provider’s services.

“ Code”: Phone number the Organization will use to send and receive text messages, either the Providers shared short code (56512 - presently being phased out), or a 10-digit long code purchased by the Organization.

“SMS”: “Short Message Service”, a technology which is used by Provider for its Text Messaging Service that employs cellular networks to send and receive data.

OPTING IN

By Opting In to a Text Message Service:

“Opting In,” “Opt In” and “Opt-In”: refer to requesting, joining, agreeing to, enrolling in, signing up for, acknowledging, or otherwise consenting to receive one or more text messages.

You authorize the Provider to use their SMS platform to send text messages to the cell phone number associated with your Opt-In (i.e., the number listed on the Opt-In form or instructions, or, if none, the number from which you send the Opt-In, or, if none, the number on file for the account associated with your Opt-In).

You are signing your Opt-In to the Text Message Service.

You confirm that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and that you are authorized to Opt In.

You consent to the use of an electronic record to document your Opt-In. To withdraw that consent, request a free paper or email copy of the Opt-In, or to update our records with your contact information, please call (415) 615-0150. To view and retain an electronic copy of these Terms & Conditions or the rest of your Opt-In, you will need (i) a device (such as a computer or cell phone) with internet access, and (ii) either a printer or storage space on such device. For an email copy, you’ll also need an email account you can access from the device, along with a browser or other software that can display the emails. These Terms & Conditions still will apply if you withdraw the consent mentioned above or opt out of the Text Message Service.

After Opting In, in addition to the main messages the service offers, you may receive one or more welcome messages or administrative messages, such as (in some cases) a request to confirm your Opt-In.

ABOUT THE TEXT MESSAGE SERVICES AND OPTING OUT

Message and data rates may apply. Text Message Services may send multiple, recurring messages. Provider may terminate any Text Message Service or your participation in it at any time with or without notice, including, for example, before you have received any or all messages that you otherwise would have received, but these Terms & Conditions still will apply. For Text Message Services, text HELP to the sending number for help and STOP to that number to opt out. Your opt-out request may generate either a confirmation text or a texted request to clarify the Text Message Service to which it applies (if you have more than one). To complete your opt-out, please provide the requested clarification.

You consent to the handling of your information as described in this Privacy Policy (see below). To contact Provider’s customer service, call (415) 615-0150. You must be 18 years of age or older (except Alabama and Nebraska, where you must be 19 years of age or older).

DISPUTES

Any dispute or claim arising out of or relating in any way to a Text Message Service will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Conditions of Use.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO MAINTAIN OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION OR ADMINISTRATIVE PROCEEDING, TO SETTLE ANY DISPUTES OR CLAIMS. THE RULES IN ARBITRATION ARE DIFFERENT. THERE IS NO JUDGE OR JURY. ALTHOUGH REVIEW IS LIMITED, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS WOULD BE AVAILABLE IN COURT, AND MUST ENFORCE THE SAME LIMITATIONS STATED IN THESE CONDITIONS OF USE AS A COURT WOULD.

To begin an arbitration proceeding, you must send a demand to the American Arbitration Association (AAA) describing your claim and serve a copy of the demand to Guide by Cell, Inc, 5610A Granny White Pike, Brentwood, TN 37027. The AAA’s rules and the form for filing an arbitration claim are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees (but not any attorney’s fees) for claims totaling less than $10,000 unless the arbitrator determines your claims are frivolous. Likewise, Provider will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed upon location.

We each agree that any dispute resolution proceedings of any nature or in any forum will be conducted only on an individual basis and not in a class, consolidated or representative action. This means that you may not purport to act on behalf of a class or any other person. Likewise, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

If for any reason a claim proceeds in court rather than in arbitration, Provider waives any right to a jury trial, unless such waiver is unenforceable. This means that any claim would be decided by a judge, not a jury.

We also both agree that you or we may bring suit in court to seek to enjoin infringement or other misuse of intellectual property rights.

APPLICABLE LAW

THE FEDERAL ARBITRATION ACT AND APPLICABLE FEDERAL LAW (OR IN THE ABSENCE OF APPLICABLE FEDERAL LAW, THEN THE LAWS OF THE STATE OF CALIFORNIA), WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS, WILL GOVERN THESE TERMS & CONDITIONS AND APPLY TO ANY DISPUTES OR CLAIMS AGAINST PROVIDER ARISING OUT OF OR RELATING IN ANY WAY TO ANY TEXT MESSAGE SERVICE FROM PROVIDER.

THINGS TO KNOW BEFORE YOU START TEXTING

ABOUT REGISTRATION

Upon signing up for a text messaging account with Engage by Cell (EBC), you will be asked to complete a brand registration form, which we will submit to carriers and/or aggregates to procure your individual long code. Registration involves providing a company’s business and legal information. Be careful to submit the correct EIN/Tax-ID or the Legal Company Name as this is used to verify your brand. The registration process will require:

Legal company name -The official (legal) name of your business. This is the name you have used when applying for EIN.

Doing Business As (DBA) or Brand name - Optional, if your DBA name is different from the legal name.

Website URL - The URL to your company website.

Country of registration - The country where your business is registered.

Brand phone - A contact phone number for your company.

Address - Your street address, city, state, and postal code. Use the same address details you have used when applying for EIN.

Important: This information is used by TCR to assign a status to your brand. Typos and incorrect information will cause significant delays in the entire brand registration process.

Type of legal entity - Whether your company is Private, Public, or Nonprofit

Nonprofit - EIN and industry vertical

Private - EIN and industry vertical

Public - EIN, industry vertical, stock symbol, stock exchange

Brand representative - Provide the following information:

First Name and Last Name

Email

Country

Mobile

Industry Vertical - Pick the industry that best matches your business:

Agriculture

Construction/Materials

Education

Energy/Utilities

Entertainment

Financial Services

Gambling/Lottery

Healthcare/Life Sciences

Hospitality

Information Technology Services

Insurance

Manufacturing

Mass Media/Communication

Non Profit Organization

Public Sector

Real Estate

Retail/Consumer Products

ABOUT CAMPAIGNS

Each text message account will need to declare one or many campaign(s) depending on the use case. A campaign contains information about the messages you intend to send. For each campaign, you need to provide basic information about your campaign including a sample message (max 160 characters) that represents the messages you plan to send to end users.

Example use cases that match your campaign:

Alerts

Chat

Donation

Education

Emergency Alerts

Fraud Alerts

Political

Promotional Marketing

Public Service Announcement

Social

Sweepstakes/Contest

Two Factor Authentication

Voting/Polling

IMPORTANT: TEXT MESSAGING COMPLIANCE AND FEES!

Read carefully to avoid substantial additional fees, cancellations without warning, and other repercussions due to noncompliance

U.S. carriers and aggregates provide application-to-person (A2P) messaging channels, such as Toll-Free numbers, and 10-digit long codes (A2P 10DLC), which are acquired by the Provider for the Organization to uphold a sanctioned channel for messaging that will ensure consumers reliably receive wanted messages. Messaging campaigns that are non-compliant with carrier requirements may be subject to significant carrier penalties. In the case of this misconduct, the provider will bill these fees directly to the Organization who will reimburse the Provider in full.

Carriers may change how campaign fees are structured at any time. These changes are not controlled by EBC, and additional fees will be passed through to the Organization. Carriers may also suspend or cancel campaigns anytime they wish. If your account is flagged and text messages that you have sent are not delivered, the organization will be responsible for the test messages sent regardless of the delivery status.

For more information, refer to T-Mobile’s Code of Conduct, AT&T's Code of Conduct, AT&T Code of Conduct FAQ, and CTIA’s Best Practices; and adopt these industry standards into your messaging operations. Failure to adhere to these guidelines may also result in the Provider terminating this Agreement.

EXAMPLE OF CURRENT PENALTIES OUTLINED BY T-MOBILE:

Content Violation

Content violation is defined as sending messages in violation of the rules in the Code of Conduct. These are usually SHAFT violations (Sex, Hate, Alcohol, Firearms, Tobacco), but would also include spam or phishing. This T-Mobile-specific pass-thru fee is applicable for each unique notification of content violation involving the same content provider.

Fee: $10,000 per violation

Enforcement: T-Mobile will issue a warning prior to enforcing this fee. Provider will relay this warning to you via call and/or email to the Organization. This initial warning will give you an opportunity to come into compliance, without getting a fee. If another violation occurs after the warning, Provider will report the violation to you and pass this fee through directly on behalf of T-Mobile.

NON-COMPLIANT MESSAGING FEES FAQ

In the case of Content Violation, will my account be suspended to help with remediation BEFORE the $10,000 fee?

T-Mobile will issue a warning prior to levying this fee. Provider (EBC) will relay this warning to you via email and/or phone. This initial warning will give you an opportunity to come into compliance.

Please note that EBC will also enforce its own policies independently from carriers through outreaches and other remediation efforts, including account restrictions or suspension. However, EBC makes no guarantee that it will intervene in your non-compliant traffic before carriers levy the fees.

Is there an appeals process if I believe I have been incorrectly fined for a compliance violation?

Yes. EBC is still awaiting additional details from carriers on how the appeals process will work for compliance fees. However, EBC will conduct independent investigation into any reported compliance violations raised by carriers, and will work with you to appeal if the
penalty appears to have been applied in error.

PRIVACY POLICIES

By applying or signing up for a EBC account, including through a computer or mobile device (‘device’), Organization/Users accept the terms of this Privacy Policy and consent to our collection, use, disclosure and retention of Organization/Users information as described herein (including to contact Organization/Users), and for all other purposes permitted under applicable personal information privacy statutes, credit bureau reporting rules, anti-spam legislation, HIPAA and consumer protection laws.

AMENDMENT

We may amend this Privacy Policy from time to time by posting a revised version and updating the “Last Updated” date above. The revised version will be effective at the time we post it. We will provide Organization/Users with reasonable prior notice of substantial changes in how we use Organization/Users information, including by email at the email address Organization/Users provide. Where these changes would cause material detriment to Organization/Users, Organization/Users may of course cancel Organization/Users account at any time. We encourage Organization/Users to review this Privacy Policy whenever Organization/Users use our Services to stay informed about our information practices and the choices available to Organization/Users and to contact us if Organization/Users have any questions about these changes. Organization/Users continued use of our Services constitutes Organization/Users acceptance of any amendment of this Privacy Policy.

COLLECTION OF INFORMATION

Our Services can be used by a broad range of industries in connection with their products, services, activities and administrative functions, whether they are involved in government, retail, health, politics, human resources, technology or anything else. Accordingly, a broad range of information may be uploaded to or sent through our Services.

Without collecting some minimal amount of information, we may not be able to provide Organization/Users with the Services or the support Organization/Users request.

Our website and Services are not targeted or directed at children under the age of 13 and do not knowingly collect or store any personal information from children under the age of 13.

INFORMATION ORGANIZATION/USERS PROVIDE

We collect and store certain information Organization/Users provide when Organization/Users apply or sign up for an EBC account and when Organization/Users provide information as part of our identity or account verification process.

We collect information about Organization/Users, including:

The mobile phone number of individual users. This is stored only for Organization/Users that use EBC text messaging services. Without storing the mobile phone numbers it would be impossible for Organization/Users to send or receive text messages using the Services. If Organization/Users cancel the contract with EBC, EBC will delete all records from its system.

The Organization and individual user data is never sold to third party entities.

Use Information. We collect information about how Organization/Users use our Services, including Organization/Users access time and Internet Protocol (‘IP’) address.

Information Collected by Cookies. The only occasion where cookies are used is an optional feature that Organization/User can turn on to capture what mobile web pages within the EBC Service a user is viewing. The features serve the purpose of creating a more cohesive experience for the user (EX: keep the content in a preferred language, remember user info for login convenience, etc.) When these features are turned off by Organization/User this information is deleted by EBC.

INFORMATION WE COLLECT FROM OTHER SOURCES

We do not collect any information about Organization/Users from third parties.

THIRD-PARTY ADVERTISING AND ANALYTICS

We do not allow third-party service providers to deliver content and advertisements in connection with our Services.

USE OF INFORMATION

We may use information about Organization/Users to provide, maintain, and improve our Services, such as:

Displaying historical information in the EBC Reporting module;

Developing new products and Services;

Delivering the information and support Organization/Users request, including technical notices, security alerts, and support and
administrative messages.

We may use information about Organization/Users:

To protect our rights or property or the security or integrity of our Services;

To enforce the terms of our Seller Agreement or other applicable agreements or policies;

To verify Organization/Users identity as required by anti-money laundering, anti-terrorism and security law (e.g., some of the
government-issued identification numbers we collect are used for this purpose);

To investigate, detect, and prevent fraud, security breaches and other potentially prohibited or illegal activities;

To comply with any applicable law, regulation, legal process or governmental request.

ORGANIZATION/USERS CHOICES
Personal Information

Organization/Users may access, change or correct information about Organization/Users by logging into Organization/Users EBC account at any time.

Deactivating or Deleting Organization/Users Account

If Organization/Users wish to deactivate or delete Organization/Users EBC account, Organization/Users may do so by emailing us at
info@guidebycell.com or calling (415) 297-6677. The account can be deactivated or deleted immediately with all information deleted
from EBC system.

LOCATION INFORMATION

No location information is collected.

PROMOTIONAL COMMUNICATIONS

There are no promotional communications sent to Organization/Users.

SECURITY

We take reasonable measures, including administrative, technical and physical safeguards, to protect Organization/Users information
from loss, theft, misuse and unauthorized access, disclosure, alteration and destruction. We hold information about Organization/Users at our off-site network operating center and at Amazon Web Services. We restrict access to personal information to those EBC employees who need to know that information in order to transmit, store or process it, who are subject to contractual confidentiality obligations consistent with this Privacy Policy and who may be disciplined or terminated if they fail to meet these obligations. Our third-party service providers store and transmit personal information in compliance with this Policy and other appropriate confidentiality and security measures.

Nevertheless, EBC cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use
Organization/Users personal information for improper purposes. In the event that any information in our possession or under our control is compromised as a result of a security breach, we will take reasonable steps to investigate the situation and, where appropriate, notify those individuals whose information may have been compromised and take other steps in accordance with applicable laws or regulations.

THE GENERAL DATA PROTECTION REGULATION (GDPR)

EBC is committed to complying with the requirements of the GDPR and to protecting all personal data received from data subjects in the United Kingdom and European Union member countries in accordance with the Privacy Shield Framework’s Principles, which are aligned with the data protection requirements in the UK and EU: Notice; Choice; Accountability for Onward Transfer; Security; Data Integrity & Purpose Limitation; Access; and Recourse, Enforcement & Liability.

ORGANIZATION/USERS RIGHTS

If Organization/Users use the Services in Europe Organization/Users have the legal right under European data protection law to a copy of all the personal information that EBC holds about Organization/Users. If Organization/Users request this information from us we will provide it to Organization/Users for a fee not exceeding the amount permitted by law. As mentioned above, Organization/Users can also ask us to correct any errors in this information. Also, as referred above, Organization/Users have a right to prevent the use of
Organization/Users personal information for direct marketing purposes.

CALIFORNIA CONSUMER PRIVACY ACT (CCPA)

In accordance with the California Consumer Privacy Act (CCPA), Guide by Cell commits to the following: (i) to always be transparent about the user data we are collecting; (ii) to never sell user data to outside entities; (iii) to not discriminate against any user who wishes their data not be sold; (iii) to allow users the right to delete their information which has been collected by our platform; (ix) to not sell the information of children; (x) to keep users informed on the sources of collected data; (xi) to inform users of the business or commercial of collecting user data.

CONTACT

Please contact our Privacy Department with any questions or concerns regarding this Privacy Policy by emailing info@guidebycell.com, by calling us at (415) 297-6677 by writing to us at:

Guide by Cell Inc.
Attention: David Asheim
5610A Granny White Pike
Brentwood, TN, 37027 United States

If Organization/Users have any questions or concerns regarding our policy or if Organization/Users believe our policy or applicable laws relating to the protection of Organization/Users personal information have not been respected, Organization/Users may file a complaint with our Privacy Department listed above and we will respond to let Organization/Users know who will be handling Organization/Users matter and when Organization/Users can expect a further response. We may request additional details from Organization/Users regarding Organization/Users concerns and may need to engage or consult with other parties in order to investigate and address Organization/Users issue. We will keep records of Organization/Users request and any resolution.