Product Terms — Messaging

1. Service Description

Messaging is a Short Message Service delivering messages between Customer’s IP address(es) or domain(s) and BRCK’s Messaging facilities. Additionally, A2P Messaging is a Short Message Service delivering messages between Customer’s IP address(es) or domain(s) and BRCK’s Messaging facilities that enables delivery of messages between TNs, TFNs, and/or Short Codes (each as defined below) associated with applications and/or other communication service(s) to TNs, TFNs and/or Short Codes associated with individual End Users (“A2P Messaging”), as determined by BRCK in its reasonable discretion and interpreted in accordance with the applicable CTIA Messaging Principles (as defined below) and applicable laws. Additionally, “Toll-Free Messaging” is a Short Message Service delivering messages (including messages that include multimedia content and/or two or more intended recipients) between Customer’s IP address(es) or domain(s) and BRCK’s messaging facilities for intended delivery of any such message(s) to or from a TFN. “Send-To” is an A2P Short Message Service add-on for the Microsoft Teams platform. Send-To utilizes BRCKs’s Messaging service to enable users of Microsoft Teams Channels to exchange SMS/MMS messages with parties external to the Teams Channels.

Compliance with CTIA Messaging Principles and Applicable Laws. Customer’s use of Messaging and A2P Messaging must comply with any applicable CTIA Messaging Principles and all applicable laws. Customer will be solely responsible for the evaluation and qualification of Customer’s actual and prospective End Users’ use cases to ensure such use cases follow applicable CTIA Messaging Principles and, where applicable to A2P Messaging, subject to the provisions below regarding “Campaign Registration and/or Approval and Related Matters.” Any SMS message that does not comply with the CTIA Messaging Principles, applicable laws, and/or the provisions below regarding “Campaign Registration and/or Approval and Related Matters” (if applicable) constitutes a violation of the AUP. “CTIA Messaging Principles” means (1) the latest version of the CTIA Messaging Principles and Best Practices, as amended, supplemented and/or superseded from time to time by the CTIA The Wireless Association; or (2) to the extent applicable, the latest version of the CTIA Short Code Monitoring Handbook, as amended, supplemented and/or superseded from time to time by the CTIA The Wireless Association; or (3) any other similar documents or guidelines promulgated from time to time by the CTIA The Wireless Association.

TN and/or TFN Utilization. Unless BRCK agrees in writing, Customer will not use or enable any telephone number provided by BRCK (or its Affiliates) on the network of any other carrier or provider for Usage, SMS or other forms of traffic. This prohibition includes TNs and TFNs (as described below and collectively referred to as TNs). Except as may be expressly permitted by the CTIA Messaging Principles from time to time, including, without limitation, with respect to toll-free telephone numbers (each individually a “TFN” and collectively “TFNs”), Customer may not establish and/or operate peer-to-peer relationships with any third party(ies) with respect to any TNs provided by BRCK (or its Affiliates) at any time.

Customer may not use BRCK’s TNs or TFNs to route messages over any other provider’s network.

Maximum Messages Per Second.Messaging limits the maximum number of messages Customer may transmit measured on a per second basis. Unless otherwise determined by BRCK, the maximum number of messages per second that Customer may transmit with respect to any TN, TFN or Short Code is limited to one (1). For clarity, the foregoing maximum number of messages per second Customer may transmit includes all messages sent and/or received by all Customer’s End Users on an aggregated basis with respect to any one (1) TN, TFN or Short Code. For clarity, this paragraph does not apply to A2P Messaging.

2. Service Requirements

1. When Customer utilizes A2P Messaging, the following also will apply to A2P Messaging:
   1. Campaign Registration and/or Approval and Related Matters.A “Campaign” is an SMS-based, one-way or two-way conversation utilizing A2P Messaging that an End User consents to receive (or otherwise “opts in” to) in accordance with customary industry standards and applicable law. For Short Codes: Any Short Code Campaign (defined below) must be pre-registered and pre-approved by wireless carriers. For TFNs: Any Campaign use cases must be pre-approved by BRCK; however, individual Campaigns delivering SMS messages from TFN(s) do not need to be pre-registered with BRCK. For TNs: Any Campaign must be pre-registered pursuant to prevailing industry standards; however, in the absence of any applicable industry standards, as reasonably determined by BRCK, a Campaign use case must be registered with BRCK.
   2. Unless expressly authorized by BRCK in writing, Customer will not use A2P Messaging for any Campaign for: (a) Affiliate lead and/or commission generation, (b) advertisements for loan(s); (c) credit repair; (d) debt relief; (e) “work from home,” “secret shopper” or other similar advertising Campaigns; (f) lead generation Campaigns that state or imply sharing of collected information with third parties; (g) the improper creation or resale of phone verified accounts for services not owned by Customer; (h) third party debt collection; (i) any other message(s) (or types of message(s)) not in compliance with the recommendations of and/or prohibited by the then-effective CTIA Short Code Monitoring Handbook; and/or (j) any content or purpose in violation of the AUP. BRCK may revoke, at any time and in its sole discretion, any authorization provided by BRCK to permit any such use of A2P Messaging.
   3. Customer will not (i) use any methods designed or intended to evade fraud, spam and/or other similar controls utilized by BRCK and/or applicable wireless carriers; (ii) send SMS messages from more source TNs, TFNs and/or Short Codes than reasonably necessary to support the functioning of Customer’s application(s) (also known as “snowshoeing”); (iii) utilize dynamic routing that results in frequent changes to the delivery path of SMS message(s) delivered with A2P Messaging; or (iv) use URL shorteners other than in accordance with customary industry practices.
   4. Any Campaign must require End User consent to receive any SMS message(s) delivered with A2P Messaging. Any Campaign also must permit any applicable End User(s) to revoke any prior consent at any time and in any manner consistent with customary industry standards, including, without limitation, the text of the word “Stop.” Customer will ensure that End User(s) are informed of (and have readily available access to) a process to cancel receipt of SMS message(s) from any applicable Campaign and/or “opting out” of any such SMS message(s). Customer will immediately stop sending SMS message(s) to any End User who has “opted out” of any applicable Campaign.
   5. BRCK may block, without notice and in BRCK’s sole discretion, any A2P Messaging traffic that BRCK deems not to comply with these Product Terms. Customer will cooperate with BRCK to promptly resolve any End User complaints regarding any Campaign. Customer will use its reasonable efforts to promptly notify BRCK (but in no case more than three (3) days) if Customer receives complaints from End User(s) regarding any Campaign or otherwise becomes aware of alleged acts or omissions that otherwise would violate these Product Terms. Customer also will comply with any other existing or future regulatory obligations and/or customary industry standards that apply to any Campaign from time to time.
2. If Customer fails to comply with these Product Terms, BRCK may suspend and/or terminate any A2P Messaging Services, any applicable TN, TFN, Short Codes, and/or the Services Agreement and/or any applicable Order Form upon any such event of non-compliance.
3. De-Activation. Customer will remove de-activated TNs, TFNs and/or Short Codes (as applicable) from all A2P Messaging Services using best efforts to remove such de-activated TNs, TFNs and/or Short Codes within twenty-four (24) hours, but in no event more than forty-eight (48) hours of BRCK making available to Customer through existing operational processes a file of de-activated TNs, TFNs and/or Short Codes.

3. Service Limitations

Messaging and A2P Messaging do not provide any audio and/or voice capabilities and/or other features. In addition to any other rights or remedies that BRCK may have under any applicable circumstances, BRCK, in its sole and unfettered discretion, may block any Messaging and A2P Messaging traffic BRCK deems to be in violation of the Services Agreement, these Product Terms, the AUP, and/or any agreements, arrangements and/or practices of or between BRCK and any carriers and/or other service providers. Any violation of any of the foregoing provisions of this Section 3 could cause Customer’s TN, TFN, Short Code and/or any applicable TN, TFN, or Short Code to be blocked for outbound message transmission by BRCK and/or traffic blocking and/or black-listing by any applicable receiving carriers and/or other service providers; BRCK does not guarantee removal from any applicable black-listed status. BRCK may block at any time any messages deemed by BRCK in its sole and unfettered discretion to jeopardize the integrity of BRCK’s network (including, without limitation, due to any action taken and/or threatened by any third party carrier and/or other service provider) and any such blockage will be without prejudice to any other right or remedy that BRCK may have due to any such messages pursuant to the Services Agreement, these Product Terms, the AUP or otherwise. If any such blocking of any messages occurs, BRCK may, in its discretion, attempt to block only the TNs, TFNs, and/or Short Codes breaching these Product Terms and/or jeopardizing BRCK’s network. If the blocking of individual TNs, TFNs, or Short Codes is not feasible for any reason, as determined by BRCK in its sole and unfettered discretion, BRCK reserves the right to block all message(s) initiated by Customer and/or any applicable End Users of Customer. If BRCK blocks any messages pursuant to this Section 3, BRCK will make commercially reasonable attempts to notify Customer in advance of such blockage, provided, however, BRCK will be under no obligation to provide any such notification, including, without limitation, if circumstances do not permit delay of any blockage or other action by BRCK for any reason. Customer acknowledges and agrees that messages to or from Customer or Customer’s End Users may be blocked by carriers or other service providers for reasons known or unknown to BRCK; BRCK is under no obligation to investigate or remedy any such blockage for Customer or any of Customer’s End Users. BRCK does not guarantee delivery, regardless of the reason, of any messages.

4. Customer Equipment; Electronic Tools; Customer Responsibilities

1. Customer Equipment.BRCK will not provide any Customer Equipment or any Electronic Tools, except as may be expressly set forth in writing executed by Customer and BRCK. Customer will, at Customer’s sole cost, be responsible for providing all equipment (including proxy servers), software, facilities and IP connectivity (including, without limitation, connectivity to End Users) necessary for Customer’s use of the Service(s) contemplated by these Supplemental Terms and Customer’s network to use such Service(s), and for providing and ensuring the successful installation of all equipment and software necessary for Customer to use such Service(s). Customer will have the sole responsibility to input, validate and maintain accurate information with respect to the End Users; Customer will furthermore be solely responsible for all support of End Users.
2. Intellectual Property.Each Electronic Tool is the intellectual property of BRCK. Customer will not delete or alter the copyright, trademark, and other proprietary rights notices or markings appearing on any Electronic Tool. Any third party intellectual property included in any Electronic Tool is the property of the respective owner of such intellectual property. Nothing in the Services Agreement or these Supplemental Terms gives Customer any right or license to any trademarks and/or trade names (whether registered or unregistered), logos, icons, slogans, banners, screen shots, trade dress, links or other brand features of BRCK, without BRCK’s prior written consent. If Customer provides suggestions, comments and/or other feedback to BRCK with respect to the Service(s) or any Electronic Tool, BRCK may, in connection with any of its products or services, freely use, copy, disclose, license, distribute and/or exploit any such suggestions, comments and/or other feedback and without obligation or restriction. BRCK will retain sole ownership of any such suggestions, comments and/or other feedback; provided, however, BRCK grants to Customer a perpetual, royalty-free, non-exclusive, non-transferable (other than pursuant to a sale of all or substantially all of the assets of Customer and/or a change in control of Customer), non-sublicensable (other than in connection with its actual incorporation in or with any of Customer’s products or services) license to any such suggestions, comments and/or other feedback to BRCK for Customer’s use.
3. License to Electronic Tools.BRCK grants Customer a non-exclusive, non-transferable (except to the extent the Services Agreement is assigned or transferred by Customer in accordance with its terms) license to use such Electronic Tools (and any documentation, user guides or other similar materials that BRCK may provide to Customer) solely in connection with Customer’s internal use of the Service(s) during the Services Term. Customer will use the Electronic Tools solely for lawful purposes in connection with Customer’s internal use of the Service(s) during the Services Term. Customer will not, directly or indirectly: (A) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Electronic Tools; (B) modify, translate or create derivative works based on the Electronic Tools; (C) rent, lease, distribute, sell, resell, assign, display, host, outsource, disclose or otherwise commercially exploit or otherwise transfer rights to the Electronic Tools or make the Electronic Tools available to any third party; (D) use the Electronic Tools for timesharing or service bureau purposes or otherwise for the benefit of a third party; (E) copy, reproduce, post or transmit any Electronic Tools in any form or by any means.
4. Customer Responsibilities. Customer is responsible for (a) providing accurate, complete, and current information, and (b) keeping all information accurate and complete, including, but not limited to charges, costs, transactions, and activities conducted through or with such Electronic Tools. Customer is responsible to safeguard, monitor, and manage access to the Electronic Tools, and Customer shall remain solely responsible for all acts, omissions, and activities conducted on or through the Electronic Tools. BRCK will not be liable for any loss or damage arising from unauthorized use of the Electronic Tools.

5. Connection

Customer must connect to BRCK’s network in a manner and, if applicable, at locations determined by BRCK. Customer will, at Customer’s sole cost, be responsible for providing all equipment (including proxy servers), software, facilities and IP connectivity (including, without limitation, connectivity to Customer’s End Users) necessary for Customer’s Messaging and/or A2P Messaging applications and Customer’s network to operate with Messaging and/or A2P Messaging, and for providing and ensuring the successful installation of all equipment and software necessary for Customer’s End Users to use services sold to such End Users. Customer will have the sole responsibility to input, validate and maintain accurate information with respect to Customer’s End Users; Customer will furthermore be solely responsible for all support of and for Customer’s End Users as it relates to Messaging and/or A2P Messaging. Customer is responsible for maintaining continuous availability to receive messages from BRCK via IP connectivity.

6. Interoperability

If applicable, Customer and BRCK will reasonably cooperate with each other to test to ensure interoperability between BRCK and Customer’s networks and systems. All necessary interoperability testing will be completed within a reasonable time. If after completion of initial interoperability, Customer plan to make upgrades, updates and/or enhancements (collectively “Configuration Changes”), Customer will notify BRCK prior to implementing a Configuration Change so that Customer and BRCK may work together in good faith to determine how best to proceed regarding such Configuration Change. If at any time an interoperability condition occurs that adversely affects BRCK’s network that cannot be adequately remedied within a reasonable period, taking into consideration the severity of the interoperability condition and the effect on BRCK’s network, BRCK may, at its sole discretion, suspend the provision of Services pursuant to these Product Terms. The Parties will communicate as reasonably necessary to isolate and repair any problems in their respective networks, provided, however, each Party will remain solely responsible for any costs or liabilities incurred in connection with the repair of any problem with respect to such Party’s network.

7. Charges and Rates

All Services are provided pursuant to the Service Order Form.

1. Message Rating.Messaging and/or A2P Messaging rates messages for billing purposes on a per message segment sent and/or received basis. Billable components of each message are based on: (i) the authorized IP sending a message (“Outbound Message”), and (ii) Customer of a TN, TFN or Short Code receiving a message (“Inbound Message”). Long message content will be split into multiple billable segments based on received data encoding. If any fee(s) is imposed by any destination network, including, without limitation, any international termination fee(s), BRCK will charge Customer such fee(s) and reserves the right to include an administrative or other fee(s) in addition to any such fee(s). For clarity, this paragraph applies to both Messaging and A2P Messaging Services.
2. Carrier and/or Third Party Fees and Charges.If there are termination fees, additional out-of-pocket fee(s), or other charges levied by a carrier or any third party for the traffic processed by BRCK on behalf of Customer, including, without limitation, carrier fee(s) and/or code administrator fee(s), BRCK will invoice Customer for those fees and any fees required to support the transaction. BRCK will, to the extent reasonably practicable, notify Customer in writing (including email notification) in advance of any charge or fee assessed by a carrier and/or third party in connection with Customer’s receipt of the Services set forth herein. If it is not reasonably practicable for BRCK to provide notice to Customer of any such fees, BRCK will provide such notice promptly upon the date BRCK is notified that such fees have commenced. A list of applicable carrier and/or Third Party Fees and Charges can be found here - https://brck.com/product-terms/messaging/fees

8. Porting Numbers

BRCK may require a completed and signed Letter of Authorization (“LOA”) for any telephone numbers that Customer wishes to port from another carrier to BRCK. BRCK may require a recent copy of the current phone bill that contains Customer’s Billing Telephone Number (“BTN”) as well as a record of any TNs and/or TFNs that need to be ported, a Customer Service Record (“CSR”), and/or an Equipment Record (“ER”). BRCK must receive the necessary LOA(s) and/or bill copy(ies) before BRCK will initiate a port request and obtain a Confirmed Port Date. The “Confirmed Port Date” is the date upon which the current voice provider has agreed to port a TNs and/or TFNs to BRCK. The Confirmed Port Date interval may in some cases take as long as one (1) to two (2) business weeks after Customer initiates the port request. Since the port interval is a product of the accuracy of the information provided to BRCK by Customer, as well as the processing speed of Customer’s current voice provider, BRCK makes no guarantees regarding the promptness of a port, however all ports will be provided consistent with applicable law.

9. Number Management

Customer will obtain numbering resources from BRCK in amounts only reasonably necessary for Customer to conduct its business and as contemplated by the Services Agreement. BRCK retains the right to reclaim non-utilized numbering resources that Customer does not activate for use in its Account, to allow for usage within fourteen (14) days of ordering.

10. Additional Terms

1. The following applies only if Customer utilizes Multimedia Messaging Service in connection with any TN, TFN, or Short Code to which Messaging and A2P Messaging applies:Multimedia Messaging Service (“MMS”) delivers messages between Customer-provided IP address(es) or domain(s) and BRCK’s Messaging facilities if such messages include multimedia content and/or two or more intended recipients. Customer acknowledges and agrees that MMS interoperability is an evolving standard. Messages are exchanged between service providers on a best efforts basis and BRCK does not guarantee delivery. Customer will pay BRCK with respect to MMS pursuant to the rates set forth in the Service Order Form. For clarity, such rates will apply to each intended recipient and/or each text message. All terms and conditions applicable to Messaging and A2P Messaging pursuant to the Services Agreement, these Product Terms or otherwise also will apply to MMS. For clarity, Customer will be solely responsible for compliance by Customer (and by Customer’s End Users) with any CTIA Messaging Principles applicable to any utilization of MMS by Customer, Customer’s End Users, or any other person or entity to which Customer provides any services utilizing MMS.
2. The following applies only if Customer utilizes 2 Factor Authentication in connection with any Messaging Service: 2 Factor Authentication (“2FA”), also known as Multi-Factor Authentication (“MFA”), is a service that provides Customers with the ability to request a unique, time-limited code be sent to an End User on a pre-established communication channel for the purpose of validating, verifying or authorizing such End User. 2FA is commonly used as a method of authentication for End User service log-ins, but may be used in a variety of other use cases that may require validation, verification or authentication information delivery.
3. The following applies only if Customer selects any International SMS / MMS Service (as defined below) in connection with Messaging pursuant to any applicable Service Order Form:
   • “International SMS / MMS Service” means, subject to these Product Terms, the transmission of International MMS Messages and/or International SMS Messages as selected by Customer as an “International” feature pursuant to any applicable Service Order Form.
   • “International MMS Message” means an MMS message from or destined to any third-party operator or user of a communications network operator in Zone 1; for clarity, “International MMS Message” does not include any MMS message from or destined to any third party operator or user of a communications network operator in Zone Canada (also known as Canada, unless subsequently modified in accordance with these Product Terms), Zone 2, Zone 3, Zone 4 or Zone 5.
   • “International SMS Message” means an SMS message from or destined to any third-party operator or user of a communications network operator in Zone Canada (also known as Canada, unless subsequently modified in accordance with these Product Terms), Zone 2, Zone 3, Zone 4 or Zone 5.
4. For all purposes related to International SMS / MMS Service, as used in the foregoing Sections, “Messaging” will be deemed to include the International SMS / MMS Service.
5. International SMS / MMS Service.BRCK will provide International SMS / MMS Service to Customer. Customer will pay BRCK pursuant to the rates set forth in the Service Order Form. All such rates and/or any other applicable charges, fees, including, without limitation, with respect to the porting of TNs, will be subject to the Services Agreement; provided, however, except as expressly stated in any applicable Service Order Form, BRCK may change any such rates at any time upon ten (10) days’ notice to Customer. If at any time any network operator, peering intermediary, or other intermediary carrier in Zone 1 or Zone Canada (also known as Canada, unless subsequently modified in accordance with these Product Terms) imposes, or seeks to impose, any fee or any other charge of any kind relating to the International SMS / MMS Service, except as expressly stated in any applicable Rate Sheet (X) BRCK will have the right immediately to cease transmission of International MMS Messages and/or International SMS Messages to any such network operator, peering intermediary or other intermediary carrier in such country or territory unless and until (1) such country or territory is re-designated to another zone within Zone 1, Zone Canada (also known as Canada, unless subsequently modified in accordance with these Product Terms), Zone 2, Zone 3, Zone 4 or Zone 5, or (2) these Product Terms are otherwise amended by mutual written agreement; and (Y) BRCK will have the right immediately to cease transmission of International MMS Messages to any such network operator, peering intermediary or other intermediary carrier in such country or territory if such country or territory no longer is designated within Zone 1 or Zone Canada (also known as Canada, unless subsequently modified in accordance with these Product Terms), as applicable.
6. Additional Limitations on Proper Use of International SMS / MMS Service. In addition to all other applicable limitations pursuant to the Services Agreement and/or these Product Terms, including, without limitation, Section 3 (Service Limitations) above, Customer will not bundle, aggregate or otherwise combine in any way any International MMS Message or International SMS Message originating from any TN with any MMS or SMS originating from any other TN, or engage in any group messaging, it being understood and agreed that each single unique TN shall only and exclusively be used for, including, without limitation, all billing and reporting purposes with respect to, MMS and/or SMS originating and terminating from and to such single, unique TN.

11. Definitions

1. “AUP” means BRCK’s Acceptable Use Policy, available at https://brck.com/use.html.
2. “Campaign” means a Messaging-based one-way or two-way conversation that an End User “opts in” to receive; Campaigns are assigned to one or more Short Code(s).
3. “Electronic Tools” means service ordering/management systems, BRCK APIs, and/or any other computer software that BRCK makes available to Customer for use with the Services.
4. “Inbound Calling” (or “Inbound Calls”) means a call from the PSTN through BRCK or another IP endpoint to Customer.
5. “Short Code” means a 5, or 6-digit number that represents either the originating or terminating end of a Messaging conversation, as the case may be; Short Codes are associated with one or more Campaigns.
6. “Short Message Service” or “SMS” means the text communication service component of mobile communication systems that allows the exchange of short text messages between fixed line or mobile phone devices.
7. “Toll Free Service” means an IP termination service for PSTN originated calls to terminate to TFNs provided by BRCK.
8. “Usage” means call traffic (including SMS, MMS, or Short Code) measured in units, usually in minutes or seconds (except with respect to SMS).