SMS Product Terms

These SMS Product Terms are the Product Terms, under Section 1.5 of the Terms of Service, for the SMS, MMS, and other carrier-delivered messaging features of the Service (the "SMS Features"). They apply to you when you enable or purchase the SMS Features. They add to the Terms of Service at https://zymlabs.com/legal/terms, the Acceptable Use Policy at https://zymlabs.com/legal/aup, and the Data Processing Addendum at https://zymlabs.com/legal/dpa. In plain terms:

• Carriers decide what gets delivered. Registration, filtering, throughput, and fees are set by mobile carriers and their registries, and they change without notice to us.
• You can send through our numbers or your own provider. On our Shared Infrastructure we register your campaigns and hold the numbers; with Customer Infrastructure you hold the carrier relationship.
• Carrier charges pass through at cost as separate invoice lines, including fines caused by your traffic.
• You are responsible for the law, including consent, content, and sending hours. We provide tools, not legal compliance.
• Numbers can be ported out within 30 days after termination if your account is current. Short codes cannot.

"Campaign" means a registered messaging use case, such as a 10DLC campaign or a verified toll-free use case, together with the numbers assigned to it.

"Carrier" means a mobile network operator, and includes the aggregators, registries, and other intermediaries through which messages reach a mobile network.

"Carrier Charges" means fees, surcharges, penalties, and other amounts that Carriers or our SMS providers charge in connection with your use of the SMS Features, including per-message carrier surcharges, brand and Campaign registration and renewal fees, toll-free verification fees, short code lease fees, number fees, and audit or remediation fees.

"Marketing Message" means a message whose primary purpose is to advertise or promote goods or services. "Transactional Message" means a message that is sent in response to a request or action by the recipient, or that provides information about an existing account, order, security event, or relationship, and that contains no marketing content.

"Number" means a telephone number, toll-free number, short code, or other sender identifier that is used to send messages through the SMS Features.

"Segment" means the unit of message length that Carriers use to measure and bill a message, as described in the Documentation.

"Shared Infrastructure" and "Customer Infrastructure" have the meanings given in the AUP. Other capitalized terms have the meanings given in the Terms of Service.

2.1 Shared Infrastructure. By default, the SMS Features send through Numbers that we provision and SMS providers that we contract with.

2.2 Customer Infrastructure. You may instead connect your own SMS provider account to the Service where the Documentation supports it. In that case, you hold the relationship with that provider and the Carriers, you are responsible for every registration, Number, Campaign, and Carrier Charge under that account, and that provider is a Third-Party Service under Section 2.5 of the Terms and not our subprocessor. Sections 3.1 to 3.4, 4, 7.2, and 8 do not apply to Customer Infrastructure. We may suspend a Customer Infrastructure connection under Section 11 of the Terms if its use threatens the Service or other customers.

2.3 Switching. You may move from Shared Infrastructure to Customer Infrastructure, or back, as described in the Documentation. Registrations and Numbers do not move automatically, and Section 8 governs porting.

3.1 Our role. On Shared Infrastructure we act as the campaign service provider and submit brand and Campaign registrations to Carriers and registries on your behalf, using the information you provide in the Service. We will tell you the outcome of each registration when we receive it.

3.2 Your information. You must provide complete and accurate registration information, including your legal name, tax identifier, website, contact details, Campaign description, sample messages, and opt-in description, and must update it within ten business days after it changes. You represent that you are the business on whose behalf the Campaign is registered, or that you are authorized to register it for that business, and that the opt-in you describe is the opt-in you actually use.

3.3 Registration outcomes. Carriers and registries decide whether to approve a registration, how long approval takes, and what throughput and trust score they assign. We do not control those decisions and do not guarantee that a registration will be approved, approved within any time, or assigned any particular throughput. If a registration is rejected, we will tell you the reason we receive. Carrier and registry fees for resubmission are Carrier Charges.

3.4 Changes and renewals. You must tell us before you change a Campaign's use case, content type, opt-in method, or sending business, so that the registration can be updated first. Registrations are renewed on the Carriers' schedule, and renewal fees are Carrier Charges. We may cancel a Campaign registration for a Campaign that has sent no messages for 90 days, after giving you notice.

3.5 Unregistered sending. You may not send messages from a Number or Campaign that is not registered where registration is required, and we may refuse to send them. Carriers block or fine unregistered traffic, and any resulting Carrier Charges are yours.

4.1 Provisioning. We provision Numbers for you from our providers' inventory as described in the Documentation. Specific Numbers, area codes, vanity patterns, and short codes are subject to availability and may carry additional fees. Short codes are leased from the registry for a minimum term and require a separate application.

4.2 Ownership and use. Numbers remain the property of the Carrier or registry that issued them and are held under our provider accounts. You receive a right to use each Number for your Campaigns during the Subscription Term, subject to the Agreement. You may not use a Number for voice calls, for messaging outside the Service, or for any purpose other than the Campaigns registered to it, and you may not transfer or sublicense a Number.

4.3 Reclaiming Numbers. We may reclaim a Number, after giving you notice, if it has sent no messages for 90 days, if a Carrier or registry requires it, if it is associated with a violation of the AUP, or if your account is suspended under Section 11 of the Terms. We will try to give you a replacement Number where the reclaim was not caused by you.

5.1 Law and consent. Section 5 of the Terms and Section 2 of the AUP govern your consent, content, opt-out, and record-keeping obligations and are not repeated here. You are also responsible for the laws of every destination you message.

5.2 Sending hours. You are responsible for sending Marketing Messages only during the hours permitted by the law of each recipient's location. The Service provides scheduling tools to help you do so. We do not block or delay messages that fall outside permitted hours, and you remain solely responsible for when your messages are sent.

5.3 Message classification. You must classify each Campaign and message accurately as marketing or transactional, and must not send Marketing Messages through a Campaign registered for Transactional Messages or to recipients who have consented only to Transactional Messages.

5.4 Opt-out handling. The Service recognizes and processes the standard opt-out keywords listed in the AUP and the HELP keyword automatically on Shared Infrastructure, and suppresses future messages from the affected Campaign. You must not disable or circumvent this processing.

5.5 Content restrictions. The restricted categories in Section 2.6 of the AUP and the age- and location-restricted product rules in Section 2.7 of the AUP apply to the SMS Features. In addition, you must not send through Shared Infrastructure any content that Carriers prohibit or age-gate, including the categories Carriers describe as sex, hate, alcohol, firearms, and tobacco, except where the Documentation states that we support an age-gated Campaign type and you have met its requirements. You must not use public URL shorteners in messages sent through Shared Infrastructure.

5.6 Fraud controls. Section 7.8 of the Terms governs fraudulent and artificially inflated traffic and the fraud controls you must use.

6.1 Carrier filtering. Carriers may delay, filter, or block any message at their discretion and often without telling us why. A message that we have accepted for delivery may not be delivered, and delivery receipts, where Carriers provide them, may be inaccurate or late. We are not responsible for Carrier filtering or for the accuracy of Carrier delivery receipts, and Fees and Carrier Charges apply to messages that Carriers accept from us whether or not they are delivered.

6.2 Throughput and volume limits. Carriers and registries set throughput, daily volume, and Segment limits by Number type, Campaign type, brand trust score, and destination. Those limits, and the limits that we apply to protect Shared Infrastructure, are described in the Documentation and may change as Carriers change them. We may queue, throttle, or spread your messages to stay within them, and a message that cannot be sent within a reasonable time because of a limit may be dropped, and the Service will show that status.

6.3 Destinations. On Shared Infrastructure you may send only to the destination countries listed in the Documentation. We may add or remove destinations by updating the Documentation, and we will give you notice before removing a destination you have used in the preceding 90 days. Each destination has its own registration, content, consent, and sending-hour rules, which you are responsible for meeting. Messages to destinations that are not listed may be rejected without notice. On Customer Infrastructure, your provider determines the destinations available to you.

6.4 Message encoding and length. Messages are measured and billed in Segments, and MMS and messages with media are billed and limited as the Documentation describes.

7.1 Message Fees. Our Fees for the SMS Features are stated in your Order Form or plan selection and are billed per Segment or per message as the Documentation describes, in arrears under Section 7.2 of the Terms.

7.2 Carrier Charges pass through at cost. Carrier Charges are not included in our Fees. On Shared Infrastructure we pass Carrier Charges through to you at the amount charged to us, without markup, as separate lines on your invoice that identify the charge type. The current schedule of known Carrier Charges is in the Documentation. Carriers change their charges and add new ones without notice to us, and the changed amount applies to your traffic from the date it applies to ours. Section 7.4 of the Terms does not apply to Carrier Charges.

7.3 Fines and remediation. If a Carrier, registry, aggregator, or regulator imposes a fine, penalty, audit fee, or remediation cost on us because of your messages, your registration information, or your use of a Number, that amount is a Carrier Charge that you must pay, together with our reasonable costs of responding, unless the fine resulted from our breach of the Agreement. We will give you the documentation we receive, with confidential information of other customers removed, and will give you a reasonable opportunity to contest the fine with the Carrier where the Carrier's process allows it.

7.4 Disputes. Section 7.7 of the Terms applies to disputes about Fees and Carrier Charges. You may not withhold Carrier Charges on the basis that a message was filtered or not delivered by a Carrier.

8.1 Porting out. When your use of the SMS Features ends, you may ask us to port a long code or toll-free Number used in your Campaigns to a provider of your choice. You must request porting within 30 days after termination or expiration of the applicable Order Form, your account must be current on all undisputed Fees and Carrier Charges, and the receiving provider must accept the port. We will cooperate with the receiving provider's process and may charge the porting fees stated in the Documentation. Short codes are leased from the registry and cannot be ported; a short code lease may be assigned to you only where the registry permits and you assume the lease.

8.2 Release. A Number that is not ported within the 30-day window, or that cannot be ported, is released to our provider's inventory and may be reassigned to others. Campaign registrations that are not transferred with a Number are cancelled when the Number is released.

8.3 Registrations on termination. Brand and Campaign registrations that we hold on your behalf end when your use of the SMS Features ends, except to the extent they transfer with a ported Number. We will provide you with the registration identifiers and status information we hold so that you can register with a new provider.

9.1 Message logs. We retain message content, delivery status, and metadata for the SMS Features in accordance with our data retention policy and the DPA, and make them available to you through the Service while we retain them.

9.2 Consent and opt-out events. We retain opt-in, opt-out, and HELP events processed by the Service for four years from each event, including after termination, so that they are available to you during the Subscription Term to meet your record-keeping obligations under Section 5.10 of the Terms and so that we can respond to Carrier and regulatory inquiries and establish or defend legal claims about messages sent through our infrastructure, as Section 11.4 of the DPA permits. After termination, retained records are isolated from other use, and you should export them before your account is closed.

9.3 Carrier audits. If a Carrier, registry, or regulator asks us for information about your Campaigns, we may provide the registration information, consent records, message samples, and traffic data that are reasonably necessary to respond, and will notify you of the request unless we are prohibited from doing so. Section 5.10 of the Terms governs the records you must provide to us.

10.1 Immediate action. If a Carrier, registry, aggregator, or regulator requires us to pause, suspend, or terminate a Campaign, Number, or your traffic, or tells us that your traffic violates its rules, we may do so immediately and without prior notice to you, notwithstanding the notice periods in Section 11 of the Terms. We will tell you as soon as practicable, explain what we were told, and work with you to restore service once the Carrier's requirements are met.

10.2 Reputation protection. We may also take the actions in Section 11.3 of the Terms where your traffic is producing complaint rates, filtering rates, or Carrier warnings that, in our reasonable judgment, threaten the deliverability or registrations of Shared Infrastructure for other customers, whether or not a Carrier has yet acted.

10.3 No liability. We are not liable to you for any action we take under this Section 10 or for any action a Carrier takes, and Fees for the affected Subscription Term remain payable except as Section 12.5 of the Terms provides.

Carrier rules change frequently. We may update the Documentation referenced in these Product Terms, including destinations, limits, Carrier Charges, and fraud controls, at any time, and the change takes effect when posted unless these Product Terms state a notice period. We may update these Product Terms themselves as described in Section 17 of the Terms, and a customer whose Order Form incorporates them receives the version in effect on the Effective Date of the Master Services Agreement for each Subscription Term, as Section 1.5 of the Master Services Agreement provides.

Questions about these Product Terms may be sent to [email protected]. Report unwanted messages to [email protected].