SMS, Email and Messaging Terms

These SMS, Email and Messaging Terms (these "Messaging Terms") are Zeus-posted product terms. They form part of, and are incorporated into, the Agreement together with the Terms and the applicable Supplement, and they control over the base Terms for the subject matter of messaging, email and other communications sent through or generated by the Services. The Acceptable Use Policy incorporates these Messaging Terms by reference for their subject matter; the Acceptable Use Policy states what conduct is prohibited, and these Messaging Terms state who is responsible for it. Capitalized terms have the meanings given in the Terms, including Zeus, Customer, Services, Agreement, Account, Workspace, Authorized User, Invited User, Link Recipient, Client, Third-Party Service, Suspension and Termination. By accessing or using the Services, or by using any messaging, email or communication feature of the Services, the Customer and each Authorized User agrees to these Messaging Terms.

In these Messaging Terms, "Customer Communication" means any SMS or other text message, telephone call, email or other communication that is composed, pre-filled, generated, initiated, dispatched or delivered through or with the assistance of the Services to any person other than the Customer's own Authorized Users — including a message sent from the Customer's or an Authorized User's own device using an application the Services pre-filled, and a message dispatched by Zeus's infrastructure at the Customer's direction.

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1. Scope; Communication Paths; Sender of Record

1.1 What these Messaging Terms govern

These Messaging Terms govern every Customer Communication, however it is composed and by whatever path it leaves the Services. They do not govern Zeus's own communications to the Customer, which are governed by the Terms and summarized in Section 5 below.

1.2 The communication paths the Services support

As at the Effective Date the Services support the following paths, and no others:

(a) Device-originated communications. The Services pre-fill an SMS, a telephone call or an email draft and hand it to the messaging, dialer or mail application on the Customer's or an Authorized User's own device. The message is then sent — if it is sent at all — by that person, from that person's own device, carrier plan and accounts.

(b) Server email. Zeus's email infrastructure dispatches an email from a Zeus-controlled address at the Customer's direction — for example the quote, invoice, purchase order or invoice reminder that the Customer, or a setting the Customer enabled, instructed the Services to send to a named recipient. Zeus dispatches this mail as the Customer's conduit; the Customer remains the sender of record under Section 1.3.

(c) Server-originated SMS — built and not enabled. Zeus has built, but has not enabled, the ability for Zeus's infrastructure to send text messages to a Customer's Clients on the Customer's behalf. As at the Effective Date this path is not available to any Customer in any country, no message has been sent through it, and it cannot be enabled by the Customer or by any Authorized User. It is enabled, if at all, by Zeus, separately for each country, and only after the registrations and approvals that country's carriers and regulators require have been obtained. Section 8 states the terms that apply to that path if and when it is enabled for a country, and creates no rights and no obligations before then.

(d) Zeus's own marketing email. Zeus's email infrastructure dispatches email from a Zeus-controlled address to the Customer, and to people who have given Zeus their express consent to be contacted, about Zeus's own products, features and offers. Zeus is the sender of record for this path — not the Customer — and it is never sent to a Customer's Clients. Zeus sends it only where it holds that person's express consent, obtained by an affirmative act taken separately from any other request and recorded with its date and the version of the wording agreed to; Zeus does not rely on implied, inferred or deemed consent, or on an existing business relationship, or on an enquiry about the Services, even where the law of the recipient's jurisdiction would permit it. Every message identifies Omni Data Tech Inc. as the sender, carries Zeus's registered mailing address and an address at which Zeus can be contacted, and carries an unsubscribe facility that costs the recipient nothing, requires no sign-in, no account and no reason, and remains functional for at least sixty (60) days after the message is sent. Zeus gives effect to an unsubscribe without delay and in any event within the shortest period the recipient's jurisdiction requires — five (5) working days in Australia and New Zealand, ten (10) business days in Canada and the United States. Section 3.2 and the Privacy Policy describe the lawful basis, and the applicable privacy supplement controls for its jurisdiction. It is sent from a different sending domain than the mail described in (b), so that a complaint about this path cannot affect delivery of a Customer's own transactional mail.

Zeus does not provision, own or lease telephone numbers for Customers, does not provide telephony, voice or call-recording services, and does not send push notifications to a Customer's Clients. Section 8 applies to any such feature only if and when Zeus makes it available.

1.3 The Customer is the sender of record

The Customer is, and agrees that it is, the sender, originator and initiator of every Customer Communication, regardless of the sender identifier, address, number or channel used, and regardless of whether the communication was composed by the Customer, pre-filled by the Services, or dispatched by Zeus's infrastructure at the Customer's direction. The Customer is the sender of, and is responsible for, every Customer Communication sent by its employees, Members, Helpers, subcontractors, agents, Authorized Users, Invited Users and any other person using its Workspace. Zeus is not the sender, originator or initiator of any Customer Communication and acts, at most, as a technology conduit on the Customer's instructions.

1.4 The Customer controls content, timing and recipients

The Customer — and not Zeus — selects, controls and determines the content, timing, frequency, recipients and recipient lists of every Customer Communication, including which template is used, whether a pre-filled draft is edited, whether an automated sending feature is switched on for the Customer's Workspace, and whether a communication is sent at all.

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2. Consent Warranties, Records and Responsibilities

2.1 Consent warranties

The Customer represents, warrants and certifies, on a continuing basis, that before any Customer Communication is sent: (a) it has obtained, and will maintain for as long as it contacts the recipient, every legally required consent, authorization, right and registration from every recipient and from every individual or entity whose information it transmits through the Services; (b) each recipient list it uses was compiled with the explicit and verifiable consent of the recipients, and no recipient contact information was purchased, scraped, rented, harvested or otherwise acquired without such consent; and (c) it has obtained all legally required consents from all parties before recording, monitoring, transcribing, analyzing, storing, sharing or processing any call, SMS, chat, voicemail or other communication, if it undertakes any such activity by any means.

2.2 Responsibility matrix; opt-outs; supplied numbers

As between the parties, the Customer is solely responsible for: message content; consent records; opt-out and revocation records; recipient lists and calling lists; any campaign, brand, number or A2P registration required for its own sending practices; message frequency; message disclosures; and support to its own recipients concerning its communications.

The Customer must honor every opt-out keyword, every revocation and every do-not-contact request promptly and as applicable law requires, and must maintain records evidencing that it has done so.

Where a text message is sent on a path Zeus operates — see Section 1.2(c), which is not enabled as at the Effective Date — the opt-out keywords the Services recognize in a reply are STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, QUIT, REVOKE and OPTOUT, together with common spacing and character variants of them, and a recognized reply suppresses further messages to that recipient. Email the Services classify as optional under Section 5.2 carries an unsubscribe path instead. The Customer's own obligation is not limited to those keywords, to those channels, or to the paths Zeus operates: it extends to every opt-out, revocation and do-not-contact request expressed by any reasonable means, on any path, including a message the Customer sent from its own device.

The Customer represents that every telephone number and email address it or its personnel supplies to or through the Services is one that the supplier of it owns or is authorized to use for the purpose for which it is supplied.

2.3 Communications-consent responsibility

Without limiting the Customer Data responsibilities in the Terms, the Customer is solely responsible, as between the parties, for the lawfulness of contacting every person whose contact details it enters into the Services — including Clients, suppliers, workers, Invited Users and Link Recipients — for giving any notice required before contacting them, and for maintaining records of the consents and lawful bases on which it relies. Entering a person's contact details into the Services is the Customer's instruction, and its representation, that the person may lawfully be contacted by the Customer through the channel used.

2.4 Flow-down to the Customer's own recipients

The Customer is solely responsible for presenting its own Clients and other recipients with every disclosure its use of the Services requires, and for ensuring that any recipient-facing messaging terms Zeus publishes are made available to them.

2.5 Reassigned and recycled recipient numbers

A telephone number may be reassigned by a carrier to a different person without notice to the Customer or to Zeus. As between the parties, the Customer bears the risk that a number in its records has been reassigned, and is responsible for keeping its recipient records current and for ceasing to contact a number it has reason to believe no longer belongs to the person who consented. Zeus does not check any number against a reassigned-number database and does not represent that any recipient number is still held by the person who gave consent.

2.6 Zeus records the consent it is given, and does not obtain it

Where the Services record a consent, an opt-out or a revocation, that record is a record of what the Customer, the recipient or a provider told the Services. It is evidence, not consent: it does not establish that a consent was validly obtained, that it covers the message being sent, or that it remains in force. Obtaining consent, scoping it and keeping it current are the Customer's obligations under Section 2.1, and no record kept by the Services reduces them.

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3. Compliance with Messaging and Marketing Laws

3.1 All-laws compliance; the recipient's jurisdiction governs

The Customer — and not Zeus — is solely responsible for ensuring that every Customer Communication meets every legal obligation, including notice, consent, sender-identification, prescribed-content and unsubscribe-mechanism obligations, of every jurisdiction where a recipient resides, and for complying with all applicable communications, anti-spam, telemarketing and marketing laws, self-regulatory codes, carrier policies and industry standards applicable to its communications. These include, as applicable to the Customer's sending practices and recipients, the United States Telephone Consumer Protection Act and its regulations, the Telemarketing Sales Rule, the CAN-SPAM Act, the Do-Not-Call Implementation Act and federal, state and internal do-not-call lists, Canada's Anti-Spam Legislation, the Australian Spam Act 2003 and Australian Privacy Principle 7, the New Zealand Unsolicited Electronic Messages Act 2007, CTIA messaging principles, A2P and 10DLC carrier and aggregator rules, and every equivalent law of any other recipient jurisdiction. Sending or facilitating any message in violation of such laws through the Services is prohibited, and is a material breach of the Agreement.

3.2 Marketing on the paths Zeus operates; anti-spam

Zeus operates one marketing channel, and it carries Zeus's own messages to its own Customers and prospective Customers only. It is described in Section 1.2(d). Every message Zeus's infrastructure dispatches on a Customer's behalf — to that Customer's Clients — remains transactional, as Section 1.2(b) describes. The Services provide no means for a Customer to compose, schedule or send marketing to that Customer's own Clients through a path Zeus operates, and no such feature is offered. Every message that Zeus's own infrastructure dispatches on a Customer's behalf is transactional: it arises from a transaction the recipient already has with the Customer — a message about an appointment the recipient has with the Customer, a notice that a member of the Customer's crew is on the way, a receipt, a reminder about an invoice already issued to the recipient, or a link to a document the recipient asked for. Marketing content may not be sent by a Customer on a path Zeus operates, and the Services provide no means for a Customer to compose or schedule it.

The Customer must not use any email, SMS, calling or other communication functionality of the Services to send spam or any unsolicited offer, marketing or advertising material, or to send any message to a contact acquired without the explicit and verifiable consent described in Section 2.1. Anything the Customer sends by its own means, from its own device, or to a list it exported from the Services is the Customer's own communication and remains subject to Sections 1.3, 2 and 3 and to the Acceptable Use Policy. This prohibition supplements, and is enforced under, the Acceptable Use Policy; a violation of this Section is a violation of that policy and a material breach of the Agreement.

3.3 Jurisdictional statute lanes; savings

The obligations in this Section 3 apply in addition to, and are supplemented by, the jurisdiction supplements (the Canada, United States, Australia, and New Zealand Terms Supplements), which name the statutes of each launch country and carry the sender-designation and unsolicited-message rules for it. Nothing in these Messaging Terms excludes, restricts or modifies any obligation or right that applicable mandatory law does not permit to be excluded, restricted or modified; all other provisions remain in full force in every other jurisdiction and to every lawful extent.

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4. Delivery, Product Controls, Filtering, Carriers and Costs

4.1 No delivery warranty

Zeus does not warrant, guarantee or represent — and expressly disclaims any warranty, guarantee or representation of — the delivery, receipt, timing, deliverability, inbox placement, call completion, caller-ID or name display, sender-ID display, carrier approval, campaign approval, registration outcome, or acceptance by any carrier, mail provider or platform, of any Customer Communication or any other message. Neither Zeus nor any carrier or provider is liable for a delayed or undelivered message; delivery depends on effective transmission by carriers, mail providers and networks outside Zeus's control.

4.2 Product controls are features, not commitments

On the paths Zeus operates, the Services apply operational controls to messages before they are handed to a carrier or mail provider. As at the Effective Date these include: restricting text messages to daytime hours in the recipient's local time, and holding a message rather than sending it outside those hours; daily limits on how many messages may be sent to one recipient and by one Customer; refusing to send where a recognized opt-out is in force for that recipient; identifying the sending business in the body of every text message and including an opt-out instruction in it; and holding rather than discarding a message that any of these controls stops.

These are product features, not commitments, and the Customer must not rely on them. Zeus may change, tighten, relax, add to, or remove any of them at any time, for any Customer or for all Customers, with or without notice, and no control is warranted to operate without interruption, to be free of error, or to be correct for any particular recipient, jurisdiction or message. In particular, the Services do not know where any recipient is located and do not determine it from a telephone number; a time-of-day control is an estimate applied on the information available and is not a determination that any given hour is lawful for any given recipient. No control described in this Section reduces, satisfies or discharges any obligation of the Customer under Section 2 or Section 3, and the presence of a control is not a representation by Zeus that a message the control permitted is lawful.

4.3 Filtering, blocking, throttling and messaging suspension

Zeus may, at its sole discretion and without notice or liability, filter, block, throttle, delay, reject, quarantine, rate-limit or decline to transmit any Customer Communication or any category of communications; may remove or disable content it deems illegal, infringing or inappropriate; and may suspend, restrict, condition or disable any messaging, email or communication functionality — in whole or in part, for any period — if Zeus believes the Customer has breached these Messaging Terms, has created a compliance, security, deliverability or reputational risk, if suspension is necessary or prudent for legal or carrier-rule compliance, or if Zeus receives an instruction, demand or complaint from a carrier, mail provider, registrar, regulator or other third party. Fees continue to accrue during any such suspension, suspension is not a breach by Zeus, and these rights are cumulative with the Suspension rights in the Terms.

4.4 Carriers, device applications and other Third-Party Services

Every carrier, mobile network, messaging, dialer or mail application, operating system, email infrastructure provider and other third party involved in transmitting, routing or displaying any Customer Communication is a Third-Party Service under the Terms: it operates under its own terms and policies, Zeus does not control it and assumes no responsibility for it, and the Customer's sole remedy for its acts, omissions, failures, filtering or policies lies against that third party and not against Zeus. The third parties Zeus uses to dispatch messages on its own infrastructure are listed in the Subprocessors page.

4.5 Carrier rates, fees, fines and penalties

Message and data rates may apply to any SMS, MMS, call or data use, and all such rates and charges are solely the responsibility of the Customer or the sending user under their own carrier and provider plans. The Customer is solely responsible for every fee, surcharge, penalty or fine imposed by any carrier, mail provider, registrar, aggregator or other third party as a result of the Customer's communications or its non-compliance with such third parties' policies and guidelines, and Zeus has no obligation to contest, absorb or reimburse any such amount.

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5. Zeus's Own Communications to the Customer

5.1 Governed by the Terms

Zeus's own communications to the Customer and its Authorized Users — the consent to receive them electronically, the mandatory service and administrative messages that cannot be opted out of while an Account exists, and the opt-out mechanics for Zeus's own marketing — are governed by the Terms and are not restated here. Where these Messaging Terms and the Terms address the same subject, the Terms control.

5.2 How Zeus classifies the mail it sends

Zeus classifies every email it dispatches as essential, security or optional. Essential mail is the transaction itself — an account-verification or password message, a signing code, and the quote, invoice, purchase order or invoice reminder that a Customer instructed the Services to send to a named recipient. Security mail is a notice to the Customer about its own Account. Neither is subject to a marketing-grade unsubscribe, because suppressing them would withhold a message the recipient's own transaction or account security depends on. Optional mail — an alert, a digest or a nudge — carries an unsubscribe path and is subject to suppression in full. An address that a mail provider reports as permanently undeliverable is suppressed for every class, because that is a fact about the mailbox rather than a preference.

5.3 Opt-in data is not sold, rented or shared for marketing

Zeus does not sell, rent or share mobile telephone numbers, SMS opt-in consent status or related messaging consent data with any third party or affiliate for that party's own marketing or promotional purposes. Such information may be disclosed only to service providers that assist in delivering messages and act on Zeus's instructions, as required by law, or with the individual's consent.

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6. Messaging Indemnity

6.1 Indemnity

The Customer will defend, indemnify and hold harmless the Zeus Parties and Zeus's service providers from and against any claim, demand, suit, proceeding, loss, liability, damage, penalty, fine, cost and expense (including reasonable attorneys' fees) arising out of or related to: (a) any Customer Communication, its content, or the recipient lists used for it; (b) any claim that a Customer Communication violates any federal, state, provincial, territorial, local or foreign law, rule or regulation; (c) the Customer's acts or omissions regarding notice, consent, opt-out handling or record-keeping for any call, SMS or email; (d) any breach of the warranties, representations or obligations in these Messaging Terms; and (e) any marketing content the Customer creates or distributes by any means using contact information obtained through the Services. This indemnity forms part of, and is subject to the defense-control, settlement-control and procedure provisions of, the master indemnity in the Terms, and survives Termination.

6.2 Disclaimer of liability for Customer Communications

Zeus disclaims any and all liability arising from or related to Customer Communications, their content, their recipient lists, the Customer's consent or opt-out failures, or the Customer's failure to comply with these Messaging Terms, except to the extent such liability cannot be excluded by applicable law.

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7. Exclusions and Limitations of Liability

7.1 Messaging damage exclusions; cap

Without limiting the warranty disclaimers, damage exclusions and liability caps in the Terms — which apply in full to these Messaging Terms and to every claim connected with any communication feature — neither Zeus nor any other Zeus Party is liable, on any theory, for any damages of any kind arising from or related to: any Customer Communication; any delayed, undelivered, misdirected, filtered, blocked or rejected message or call; the operation, non-operation, error or change of any product control described in Section 4.2; any act, omission, outage, filtering decision or policy of any carrier, mail provider, network, device application or other Third-Party Service; any suspension, restriction or disabling of communication functionality under Section 4.3; or any penalty, fine or fee described in Section 4.5. All liability, if any, that survives the foregoing is subject to the aggregate liability cap in the Terms.

7.2 Mandatory-law savings

The exclusions and limitations in these Messaging Terms apply to the maximum extent permitted by applicable law and only to the extent such liability can lawfully be excluded or limited; where the law of a Customer's jurisdiction does not permit an exclusion or limitation, it applies to the fullest lawful extent and the applicable Supplement governs the residue. No provision of these Messaging Terms reduces any protection in any jurisdiction where that protection is lawful.

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8. Conditional Feature Addendum — Server-Originated SMS, Provisioned Numbers, Telephony and Push

8.1 Conditional application; nothing in this Section is available today

As at the Effective Date, Zeus does not send text messages from its own infrastructure to any Customer's Clients in any country, does not provision, own or lease telephone numbers for Customers, does not provide telephony, voice, calling or call-recording services, and does not send push notifications to a Customer's Clients. This Section creates no rights and no obligations for either party unless and until Zeus makes the corresponding feature available and the Customer enables or uses it. If and when that happens, the provisions of this Section that correspond to that feature apply from first enablement or use, in addition to — and without reducing — every other provision of these Messaging Terms, the Terms and the Acceptable Use Policy. Any feature-specific additional terms Zeus publishes at or before activation form part of these Messaging Terms for that feature and rank in the order of precedence stated in the Terms.

8.2 Server-originated SMS

If and when Zeus enables server-originated SMS for a country and the Customer uses it: (a) every provision of Sections 1 through 7 applies to messages sent through it, and the Customer remains the sender of record for every such message to the maximum extent permitted by applicable law; (b) enablement is by country and is Zeus's decision alone — a country for which the required brand, campaign, carrier-vetting, sender-identifier or equivalent registrations have not been obtained and approved is not enabled, and messages to recipients in it are not sent; (c) the Customer is responsible for every registration required for its own sending practices, and for the accuracy of every registration submission made by it or on its behalf; (d) Zeus does not guarantee carrier approval, campaign approval, short-code or toll-free availability or verification, number availability, caller-ID or name display, or message acceptance by any carrier; and (e) if a carrier, aggregator or downstream provider assesses a fine, penalty, surcharge or pass-through fee associated with the Customer's account or its use of the feature, Zeus may invoice that amount to the Customer as a pass-through cost and the Customer must pay it, and the Customer's recourse for a disputed carrier penalty lies against the carrier and not against Zeus.

Enabling server-originated SMS changes the communication paths described in Section 1.2 and takes effect together with any updated Supplement content Zeus publishes for it.

8.3 Provisioned telephone numbers

If and when Zeus makes Zeus-provisioned telephone numbers available and the Customer uses one: (a) every such number is and remains owned or controlled by Zeus or its telecommunications providers, is licensed to the Customer for use with the Services only, and is not transferable by the Customer; (b) Zeus is under no obligation to port any such number to another carrier or provider, during or after the Subscription Term; and (c) Zeus may reclaim, deactivate and reallocate any such number that is not linked to an active qualifying subscription, on or after suspension or Termination, or where required by a carrier, numbering authority or applicable law, without liability to the Customer.

8.4 Telephony, calling and call recording

If and when Zeus makes any telephony, voice, calling or call-recording feature available and the Customer uses it: (a) Zeus may disable calling to certain countries, or charge a fee for it, at Zeus's choice, and may update the affected country list without notice; (b) the Customer is solely responsible for complying with all telephone recording, monitoring and wiretapping laws, including obtaining every legally required consent and giving every legally required notification that a call is being recorded, and is solely responsible for the content of all recordings; (c) Zeus makes no representation or warranty that any calling or recording feature will ensure the Customer's compliance with any law; and (d) the Customer must not use, and must not permit any person to use, any Zeus calling feature to make emergency calls or to seek emergency services — the Services are not a replacement for a telephone line capable of reaching 911, 112 or any other emergency number.

8.5 Push notifications

If and when Zeus makes push notifications available to a Customer's Clients, they are an additional delivery channel and every provision of these Messaging Terms applies to them. Push notifications that Zeus sends to the Customer or its Authorized Users about the Account or the Services are Zeus's own communications and are governed by the Terms; disabling them at the operating-system level does not excuse the Customer from the effect of any notice Zeus also delivers by another channel the Terms permit.

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9. General

9.1 Incorporation; order of precedence; amendment

These Messaging Terms are incorporated into and form part of the Terms and bind the Customer and every Authorized User through use of the Services. In the event of a conflict, the order of precedence stated in the Terms governs; a Supplement controls over this document only to the extent mandatory law requires. Zeus may amend these Messaging Terms in accordance with the modification provisions of the Terms, and the version in effect at the time a Customer Communication is sent governs that communication.

9.2 Survival

Sections 1 (sender of record), 2 (consent warranties, records and responsibilities), 3 (compliance allocation), 4.4 and 4.5 (third-party services; carrier rates, fees, fines and penalties), 6 (messaging indemnity), 7 (exclusions and limitations of liability), 8 to the extent activated, and this Section 9, together with any other provision of these Messaging Terms that by its nature should survive, survive termination, expiry, cancellation or suspension of the Terms or of any Subscription, and nonpayment, and any cessation of the Customer's use of the messaging features or of the Services.

9.3 Contact

Questions about these Messaging Terms, including privacy questions about messaging data: [email protected].