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Terms of Service for Verified SMS

Last modified: November 24, 2020

Thank you for using Verified SMS ("Verified SMS" or "vSMS"), a platform and associated software that enables businesses to reach their customers with rich conversations via Google's Messages application.

(A) These Verified SMS Terms of Service ("vSMS Terms") are entered into by Google LLC and you (the entity agreeing to these terms).

(B) These vSMS Terms form a binding agreement between the parties and are effective as of the earliest date you confirmed acceptance in writing, clicked to accept the vSMS Terms, or used Verified SMS. If an individual is accepting on your behalf such individual represents and warrants that: (i) such individual has full legal authority to bind you to these vSMS Terms; (ii) the individual has read and understands these vSMS Terms; and (iii) the individual agrees, on your behalf, to these vSMS Terms. These vSMS Terms govern your access to and use of Verified SMS.

(C) By accepting these vSMS Terms, you are agreeing to the Google APIs Terms of Service at https://developers.google.com/terms/ (or such other URL as we may provide) (the "General API Terms").

(D) Additionally, you may have access to other tools and services provided by Google and its affiliates. Any use of such tools and services may be subject to separate terms and conditions.

(E) Collectively, the General API Terms, any other applicable terms listed in Section 1.1 (Incorporation by Reference), any accompanying API documentation, and any applicable policies and guidelines are part of these vSMS Terms. You agree to comply with the vSMS Terms and that the vSMS Terms control your relationship with us.

(F) We may refer to Google LLC as "Google", "we", "our", or "us" in the vSMS Terms. Google may use its affiliates in connection with the performance of its obligations and exercise of its rights under these vSMS Terms.

(G) The vSMS Terms apply to you, your agents, the service provider(s) you work with, and both your and their employees, representatives, agents, and suppliers (collectively "you" or "Company").

1 Applicable Terms; Modifications.

1.1 Incorporation by Reference. To the extent applicable, the following terms are incorporated by reference into these vSMS Terms:

(a) General APIs Terms of Service. The General API Terms will apply to and are deemed part of these vSMS Terms. The parties agree (i) Verified SMS constitute "APIs", and (ii) these vSMS Terms constitute part of the "Terms", as each such term is defined in the General API Terms.

(b) Verified SMS Policies. All of your products, services, or materials must comply with the policies for Verified SMS that we provide to you from time to time (or such other URL as we may provide) (the "vSMS Policies"). This includes the Acceptable Use Policies set out at https://developers.google.com/business-communications/support/aup (or such other URL as we may provide).

(c) Terms for Other Product(s). If at any time your services use other Google or Google-affiliated products or services ("Other Product(s)"), then the terms for those Other Product(s) will also apply. For example, if you use Google Cloud Platform in the service that you provide through Verified SMS, the Google Cloud Platform terms of service will apply in addition to these vSMS Terms. The use of third-party products or services is subject to their applicable terms.

1.2 Order of Precedence. To the extent there are any conflicts, the following order of precedence will apply:

(a) Other Product(s)' terms of service (for example, Google Cloud Platform);

(b) vSMS Policies (including the vSMS Acceptable Use Policies);

(c) all other vSMS Terms; and

(d) General API Terms.

1.3 Entire Agreement; All other Terms are Void. The vSMS Terms are the entire agreement between you and Google relating to its subject and supersede any prior or contemporaneous agreements on that subject (including any previously executed early access agreement). We object to any additional or different terms in your terms of service or other documents, including any of your API terms of service. Those other terms of service and documents will be considered material alterations to these vSMS Terms and are void.

1.4 Modifications to these Terms.

(a) Google may make changes to these vSMS Terms (including the vSMS Policies), including any terms relating pricing or payment from time to time. Unless otherwise noted by Google, material changes to these vSMS Terms will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. If you do not agree to the revised vSMS Terms, please stop using Verified SMS. Google will post any modification to these vSMS Terms to the Terms URL (if the Terms URL is available).

2 Definitions.

2.1 "including" means "including but not limited to".

2.2 "Your Content" means all content made available by you to Google through Verified SMS including and in connection with your vSMS agent(s), including any business descriptions, brand features, logos, or technical data.

2.3 "Your Services" means (a) your products, services, and technology, including Your Content; and (b) the products, services, and destinations to which you direct users.

2.4 "Terms URL" means, if/when available, the following URL set forth here https://developers.google.com/business-communications/verified-sms/support/tos/, as Google may update from time to time.

2.5 Any examples in these Terms are illustrative and not the sole examples of a particular concept.

3 Verified SMS.

3.1 Modification. Google may modify, deprecate, suspend, or discontinue Verified SMS, or any of its features, at any time.

3.2 Beta Features. Some features of Verified SMS are identified as "Beta" or otherwise unsupported or confidential (collectively, "Beta Features"). You may not disclose the terms or existence of any non-public Beta Features.

3.3 Minimum Requirements

(a) Compliance. In order to use Verified SMS, you and your service providers and agents must comply with any applicable requirements described in the vSMS Policies and any other policies provided to you by Google (the "Policies").

(i) Accurate Information. You must provide honest, complete, and accurate information in connection with Verified SMS, including to third parties.

(ii) Compliance with Policies. You must comply with all applicable Policies. Google may reject or remove certain of Your Services or Settings at any time if you don't comply with the Policies.

(iii) Compliance Certification. You may be required to certify compliance with the requirements from time to time, and as may be described in the Policies.

(iv) Access Denial. Access to Verified SMS may be denied if you fail to satisfy the requirements at any time.

(b) Cooperation; Right to Review Spam Activity. You will cooperate if Google or its partners seek to gather information about you or Your Services to verify identity, confirm compliance with requirements, for quality assurance purposes, or as required to operate Verified SMS. You hereby permit Google to review your activity (including any activity of your vSMS agents) and/or end user spam reports associated with your activity, and agree to provide reasonable assistance to Google in this regard.

(c) Developer Access. If you operate a platform similar to Verified SMS, you may only use Verified SMS if your platform allows all developers at least substantially similar access and functionality as Verified SMS.

(d) Privacy; Your Terms. You will obtain and maintain any required consents necessary to permit the processing of personal data under these vSMS Terms (if any). You will present or make available to each end user (in relation to Verified SMS) an accurate, legally compliant, privacy policy and terms of service for your services associated with Verified SMS, including your vSMS agents. Such privacy policy and/or terms of service must not conflict with or supersede these Terms in any way.

3.4 Prohibited Actions. In connection with Verified SMS, you will not, and will not authorize any third party to:

(a) generate automated, fraudulent or otherwise invalid activity (including queries, clicks or conversions);

(b) conceal ad- or transaction-related activity that must be disclosed;

(c) attempt to interfere with the proper functioning of Verified SMS;

(d) use any information about user's Verified SMS availability for any reason except to directly provide the services to the user, and under no circumstances in a manner that may surprise or disturb a user or;

(e) use or share user data without specific user consent for the specific use of that data.

3.5 Research and Testing; Reports.

(a) To improve Verified SMS, you authorize Google to periodically conduct research and tests that may affect your use of Verified SMS, including sounds, appearances, disclosures, labeling, formatting, size, placement, performance, pricing, and other adjustments. To ensure the timeliness and/or validity of test results, you authorize Google to conduct such research and tests without notice or compensation to you.

(b) Google may, from time to time, require that you provide reports or other aggregated statistical information relating to your parallel (or similar) non-vSMS messaging campaigns, for the purposes of enabling Google to better understand, and improve, the efficacy of Verified SMS.

3.6 Instruction to Display Messages.

(a) For clarity, message and message content delivery via SMS is not part of Verified SMS. It is your responsibility to deliver SMS messages, and pay any associated fees, through messaging partners and/or mobile operators.

(b) In connection with your use of Verified SMS to request that Google display message-related content to end users based on phone number, you: (i) represent and warrant that you have been duly authorized by the subscriber of record to contact that telephone number via SMS, and (ii) expressly instruct Google and its representatives to display message-related content associated with the SMS message (e.g., your corporate logo; a sender verification indicator) to that telephone number in connection with Verified SMS.

(c) By providing any mobile or other telephone number to Google in connection with Verified SMS (a "Sender ID"), you: (i) represent and warrant that you have been duly authorized by the sole subscriber of record to use and grant others (including Google) permission to contact that Sender ID (ii) expressly authorize Google and its representatives to display message-related content relating to that Sender ID in connection with Verified SMS, (iii) represent and warrant the subscriber of record for the telephone number is a business, non-profit, or public entity (but not a living individual), and (iv) acknowledge that if the subscriber of record authorizes a change to the branding information (e.g. name, logo, description) for a Verified SMS agent associated with a Sender ID shared among multiple third parties, that change will be automatically applied to all agents associated with that Sender ID.

4 Resale Right; No Fees; Rights Reserved.

4.1 Resale Right. You may resell access and use of Verified SMS to third parties with whom you have a written agreement that is no less protective of Google, Google's affiliates, and Verified SMS, than as set forth in these vSMS Terms. For clarity, you will remain liable for the acts and omissions of such third parties.

4.2 No Fees. As between the parties, your use and resale of Verified SMS is free of charge.

4.3 Rights Reserved. You acknowledge that Google may, at any time, in accordance with Section 1.4, update these vSMS Terms and charge fees for using and/or reselling Verified SMS.

5 Your Services.

5.1 Authorization to Use Your Services. To participate in Verified SMS, you authorize Google and its affiliates to:

(a) use, format, modify, or redistribute Your Content and/or Your Services (including any trademarks and brand features) to make Verified SMS function properly;

(b) use Your Content to assist customers and improve Google's (and its affiliates') products and services, including the Verified SMS ecosystem; and

(c) use and disclose information relating to Your Services, including to: (i) meet any applicable legal obligation, including enforceable government requests; (ii) enforce the vSMS Terms and investigate potential violations; (iii) detect, prevent, review or otherwise address abuse, fraud, security or technical issues; or (iv) protect against harm to the rights, property, or safety of Google, our users, or the public as required or permitted by law.

5.2 Your Responsibilities. You are solely responsible for:

(a) Your Services, including any reselling of Verified SMS, including customer service and claims, and communications and reporting among the individuals and entities involved in providing Your Services;

(b) settings and other decisions you make through the Verified SMS developer console, including those where you were assisted by any Google-provided features ("Settings"); and

(c) your use of Verified SMS (including your safeguarding of accounts, usernames, and passwords).

6 Representations and Warranties. You represent and warrant that:

(a) Rights in Your Content and Your Services. You have and will retain all necessary rights to grant the licences in this Agreement and to provide Your Content and Your Services through Verified SMS.

(b) Accurate Information. All information, authorizations, and Settings you provide are complete, correct, and current.

(c) No Deceptive Practices. You will not engage in deceptive, misleading, and/or unethical practices in connection with Your Services or their promotion and will make no false or misleading representations with regard to Google or its products or services.

(d) Compliance with Laws. You will comply with all applicable laws, rules, and regulations in connection with Verified SMS (including but not limited to any applicable opt-in/opt-out messaging requirements). and

(e) Authorization to Act. You are authorized to act on behalf of, have bound to these Terms, and will be liable under these Terms for, each individual or entity involved in Your Services.

7 Disclaimers. The following disclaimers apply in addition to those in the General API Terms:

TO THE FULLEST EXTENT PERMITTED BY LAW, VERIFIED SMS IS PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS," AND YOU USE IT (INCLUDING ITS DEVELOPER CONSOLE) AT YOUR (AND ANY SERVICE PROVIDER'S) OWN RISK. NONE OF GOOGLE, ITS AFFILIATES, OR ITS PARTNERS MAKE ANY WARRANTY OR GUARANTEE IN CONNECTION WITH VERIFIED SMS OR RESULTS FROM VERIFIED SMS. GOOGLE MAKES NO PROMISE TO INFORM YOU OF DEFECTS OR ERRORS.

8 Defense and Indemnity. The following defense and indemnity obligations apply in addition to those in the General API Terms:

You will defend and indemnify Google, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of or related to Your Services or any breach of these vSMS Terms by you (including claims made by customers, third parties, or your personnel arising out of or related to Your Services).

9 Limitations of Liability. The following limitations of liability apply in addition to those in the General API Terms:

YOU WILL NOT ATTEMPT TO HOLD GOOGLE, ITS AFFILIATES, OR ITS PARTNERS RESPONSIBLE FOR ANY ACTS, ERRORS, OR OMISSIONS BY ANY THIRD PARTY IN CONNECTION WITH VERIFIED SMS, INCLUDING WITH RESPECT TO ANY THIRD PARTY'S ACTIVITIES ON YOUR CONTENT, REGARDLESS OF THE THIRD PARTY'S INTENT.

10 Data Protection.

To the extent the parties exchange or process personal information in connection with vSMS, the parties do so as independent data controllers. Furthermore, the parties will, as a minimum requirement, implement and maintain the following "Safeguards":

  1. Data Protection Program. Each party will establish and maintain a reasonable program of organizational, operational, administrative, physical and technical Safeguards appropriate to (1) comply with applicable laws, and (2) prevent unauthorized physical or electronic access to or loss of personal information or Confidential Information, or services, systems, devices, or media containing this information.
  2. Supervision and Training. Each party will provide an appropriate level of supervision, guidance, and training on that party's Safeguards to anyone acting on its behalf who require access to personal data or Confidential Information.
  3. Access Control. Each party will maintain controls appropriate to limit access to personal data or Confidential Information to employees and other parties acting on that party's behalf that (1) have a legitimate need to access that information to perform the transactions and services contemplated under this Agreement, and (2) have agreed to be bound by an appropriate confidentiality agreement. Such controls will include an industry-standard logging system capable of reconstructing access to personal data.
  4. Retention and Destructions. Each party will maintain a program to destroy personal data when no longer reasonably needed to provide services to the end users or when otherwise requested by the End User. The parties will destroy personal data using an appropriate industry-standard destruction method.
  5. Third Party Providers. Each party will be responsible for ensuring that any subcontractors, service providers, or any other party engaged to act on behalf of or provide services to the engaging party is taking reasonable and appropriate steps to protect the security, privacy, and confidentiality of personal data and Confidential Information.
  6. Incident Response. Each party will maintain an incident response program to respond when that party has reason to believe that has been or will be unauthorized access to, use or loss of personal data or other Confidential Information. A party will promptly notify the other party if it identifies such an incident involving personal data processed by, for, or on behalf of the other party.
  7. Risk Assessment. Each party will assess the risks to the security, privacy, and confidentiality of personal data and Confidential Information and the effectiveness of the Safeguards it has adopted at reasonable periodic intervals. Each party will update its Safeguards as needed to reasonably protect the security, privacy, and confidentiality of personal data and Confidential Information. In the event that a party identifies a vulnerability in that party's Safeguards that presents a material risk to the security, privacy, or confidentiality of personal data or Confidential Information, that party shall correct or resolve the vulnerability within a period of time that is reasonable and appropriate to the risk presented.
  8. Security Auditing. Each party will perform the following testing of the services, systems, devices, and media used to perform services pursuant to this Agreement using employees qualified to perform such testing, or a qualified independent security assessor:
    1. regular vulnerability scans using an industry standard vulnerability scanner at reasonable intervals, but in no event, less frequently than once every quarter;
    2. penetration testing at least once per year; and
    3. annual audit of that party's Safeguards under an audit standard appropriate and applicable to the actions that party performs pursuant to this Agreement.
  9. Reasonable Assurances. When reasonably requested, a party will provide the other party with reasonable assurances in writing that it has implemented all of the Safeguards required in this Appendix, which shall include providing accurate and complete information as the other party may reasonably request in written questionnaires. A party may request such written assurances once per year.

12 Confidentiality and PR.

(a) Definition. "Confidential Information" means information that one party (or an affiliate) discloses to the other party under these vSMS Terms, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party. In addition, Sender IDs that your provide us are not Confidential Information and may be made public.

(b) Confidentiality Obligations. The recipient will not disclose the Confidential Information, except to affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the Confidential Information only to exercise rights and fulfill obligations under these vSMS Terms, while using reasonable care to keep it confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the disclosure, if permitted by law. Notwithstanding anything in these vSMS Terms to the contrary, Google may notify its carrier customers and other RCS network operators that you are using vSMS.

(c) Publicity. Except as set out in Section 12(b) (Confidentiality Obligations), neither party may make any public statement regarding these vSMS Terms without the other's written approval. Subject to your prior approval of the specific text (not to be unreasonably withheld), you agree to participate in industry announcements regarding vSMS and RCS. Your Sender IDs may be made public.

(d) No Limitation of Liability. Notwithstanding anything to the contrary, the second sentence of Section 9(b) of the API TOS ("To the extent permitted by law, the total liability of Google [...]") does not apply to Section 12(b) (Confidentiality Obligations) of these vSMS Terms.