Communications Compliance & Recipient Consent Agreement

1. Customer Is the Sender

Customer acknowledges that zCallMagic provides software and communication-enablement technology that allows Customer to communicate with Customer's own clients, customers, patients, members, employees, prospects, users, and other recipients (“Recipients”).

For communications initiated through Customer's account, Customer determines:

• Which Recipients will be contacted;
• Why each Recipient will be contacted;
• What information or content will be communicated;
• Which communication channel will be used;
• When communications will be sent;
• Whether communications are informational, transactional, promotional, marketing, or otherwise;
• Which contact information will be imported or used; and
• Which employees, contractors, administrators, integrations, or systems may initiate communications.

2. Customer Responsibility for Recipient Consent

Customer acknowledges and agrees that Customer is responsible for determining whether Customer has legally sufficient consent, authorization, permission, or another lawful basis to contact each Recipient.

Before initiating any communication through zCallMagic, Customer must obtain all consent or authorization required by applicable law and applicable communication requirements.

Depending upon the circumstances, required authorization may include express consent, prior express consent, prior express written consent, or another legally sufficient form of authorization.

Customer understands that consent requirements may differ based upon:

• Communication channel;
• Purpose of the communication;
• Marketing versus informational communications;
• Automated versus manually initiated communications;
• Prerecorded or artificial voice communications;
• Recipient relationship;
• Jurisdiction;
• Applicable federal, state, local, or international law; and
• Applicable telecommunications, carrier, network, or industry requirements.

3. Possession of Contact Information Does Not Establish Consent

Customer acknowledges that merely possessing a Recipient's telephone number, mobile number, email address, mailing address, customer record, patient record, account, membership information, appointment information, or other contact information does not necessarily constitute legally sufficient consent to communicate with that Recipient.

Similarly, a prior transaction, existing business relationship, appointment, inquiry, membership, or other relationship does not automatically authorize every type of communication.

Customer is responsible for determining the authorization required for its particular communications.

4. Customer's Method of Obtaining Consent

Customer may obtain Recipient consent through its own lawful business processes.

Depending upon Customer's business and applicable requirements, these processes may include:

• Website or online forms;
• Customer intake forms;
• Patient intake forms;
• Appointment or booking processes;
• Electronic agreements;
• Written agreements;
• Paper authorization forms;
• SMS keyword opt-in;
• QR-code opt-in;
• Verbal authorization where legally permitted;
• Customer registration processes;
• Existing customer-management systems; or
• Other legally permissible methods.

5. Consent Records

Customer must maintain sufficient records demonstrating Recipient consent or other lawful authorization where required.

Depending upon the method of consent, records should include, where applicable:

• Recipient's identity;
• Telephone number or email address;
• Date and time consent was obtained;
• Method through which consent was obtained;
• Purpose and communication channel authorized;
• Consent language presented to the Recipient;
• Applicable website URL;
• Electronic submission record;
• Signed form or agreement;
• Recorded authorization where legally permissible;
• Internal consent record;
• Source of the Recipient's contact information; and
• Subsequent revocation, opt-out, or re-consent activity.

6. Production of Consent Evidence

Upon reasonable request relating to a Recipient complaint, carrier or network inquiry, registration review, compliance investigation, regulatory inquiry, subpoena, legal proceeding, or suspected violation, Customer agrees to promptly provide information reasonably necessary to demonstrate its authority to communicate with the affected Recipient.

Failure to provide adequate documentation may result in restriction or suspension of applicable communication functionality.

7. Imported Contacts

Customer may import, upload, synchronize, enter, or otherwise provide Recipient information to zCallMagic.

Importing a Recipient into zCallMagic does not create or establish consent.

Customer represents and warrants that it has the lawful right to possess and process the Recipient information and has obtained any consent or authorization required before using that information for communications through zCallMagic.

Customer may not use zCallMagic to communicate using:

• Unlawfully obtained contact information;
• Scraped or harvested contact information where prohibited;
• Stolen information;
• Fraudulently obtained information;
• Unauthorized third-party contact lists; or
• Purchased or transferred lists where Customer lacks the legally required authorization to contact the Recipients.

8. Communication Channels

This Agreement applies to communications initiated through or facilitated by zCallMagic, including where applicable:

• SMS and text messaging;
• Voice calls;
• Automated voice communications;
• Prerecorded or artificial voice communications;
• Email;
• Business messaging applications;
• Appointment notifications;
• Calendar-triggered communications;
• Campaign communications;
• Automated reminders;
• API-initiated communications; and
• Other communication channels or functionality made available through zCallMagic.

9. Marketing and Informational Communications

Customer understands that different requirements may apply to marketing/promotional communications and informational or transactional communications.

Customer is responsible for properly classifying its communications and obtaining the level of Recipient consent required for that communication.

Where separate marketing consent is required, Customer must obtain that consent separately and may not rely upon unrelated acceptance of general business terms as a substitute.

10. Opt-Outs and Revocation of Consent

Customer must honor Recipient requests to stop, unsubscribe, revoke consent, or otherwise discontinue communications as required by applicable law and applicable communication requirements.

Customer must not intentionally:

• Circumvent opt-out mechanisms;
• Disable required suppression functionality;
• Re-import suppressed Recipients to evade an opt-out;
• Move a Recipient between lists to circumvent a revocation;
• Use another communication resource for the purpose of avoiding a valid opt-out; or
• Continue communications after Customer knows they are no longer authorized.

11. Customer Responsibility for Communication Content

Customer is responsible for communications created, selected, approved, scheduled, uploaded, generated, or transmitted through Customer's account.

Customer must ensure that its communications contain any identification, disclosures, opt-out instructions, terms, warnings, or other information required by applicable law or communication requirements.

Customer may not use zCallMagic for communications that are unlawful, fraudulent, deceptive, abusive, threatening, harassing, misleading, infringing, or otherwise prohibited by applicable law or zCallMagic policies.

12. Automated and AI-Assisted Content

zCallMagic may provide automation, templates, artificial-intelligence-assisted functionality, or other tools that assist Customer in creating or delivering communications.

zCallMagic may provide automated or AI-assisted functionality that helps Customer draft, rewrite, translate, or improve communication content. Customer remains responsible for reviewing and approving communications before sending them and for ensuring the content and Recipient communication comply with applicable requirements.

AI-assisted functionality does not replace Customer's obligation to obtain and maintain required Recipient consent.

Use of automation, templates, suggested language, AI-assisted content, or other Platform functionality does not transfer responsibility for the resulting communication from Customer to zCallMagic.

zCallMagic does not represent that automatically generated or suggested content satisfies every legal requirement applicable to Customer.

13. Customer Business Information

Customer represents and warrants that business, registration, identity, tax, contact, website, authorized representative, and other information supplied to zCallMagic is accurate, complete, current, and not misleading.

Customer must promptly update materially changed information.

Customer authorizes zCallMagic to use Customer-provided business information as reasonably necessary to provide requested communication services and facilitate applicable registration, verification, configuration, activation, support, compliance, and maintenance activities.

14. Phone Numbers and Communication Resources

Customer may obtain communication-enabled numbers or other resources through zCallMagic or may be permitted to connect eligible resources controlled by Customer.

Regardless of how a communication resource is obtained, Customer remains responsible for communications initiated through Customer's account.

Customer is responsible for:

• Proper use of assigned resources;
• Maintaining Recipient consent;
• Maintaining the reputation of assigned resources;
• Providing accurate registration information;
• Following applicable communication requirements; and
• Preventing unauthorized use.

15. Registration and Verification Assistance

zCallMagic may assist Customer with registration, verification, configuration, activation, or maintenance of communication resources.

Customer authorizes zCallMagic to submit Customer-provided information as reasonably necessary for such purposes.

Customer acknowledges that:

• Registration decisions may be made by independent third parties;
• Registration approval is not guaranteed;
• Registration may be delayed, rejected, suspended, or revoked;
• Additional information may be required;
• Registration does not constitute Recipient consent;
• Registration does not constitute legal advice; and
• Customer remains responsible for its communications following approval.

16. Filtering, Blocking, Suspension and Resource Loss

Customer acknowledges that communications and communication resources may be filtered, rejected, delayed, rate-limited, restricted, suspended, blocked, disconnected, or permanently disabled because of:

• Recipient complaints;
• Traffic patterns;
• Excessive opt-outs;
• Suspected spam;
• Suspected fraud or abuse;
• Customer's communication practices;
• Registration issues;
• Regulatory requirements;
• Network or carrier requirements;
• Customer's failure to maintain appropriate consent; or
• Other circumstances outside zCallMagic's reasonable control.

17. Customer-Caused Costs and Losses

To the maximum extent permitted by applicable law and Customer's applicable service agreement, Customer is responsible for reasonable direct costs, assessments, penalties, registration expenses, re-registration expenses, replacement-resource costs, investigation expenses, remediation expenses, or similar charges reasonably incurred by zCallMagic to the extent directly resulting from Customer's:

• Unlawful communications;
• Failure to obtain required Recipient consent;
• Failure to honor opt-outs;
• Fraudulent or abusive activity;
• Submission of materially false registration information;
• Misuse of communication resources;
• Circumvention of compliance controls; or
• Material breach of this Agreement.

18. Compliance With Applicable Requirements

Customer is responsible for identifying and complying with laws, regulations, rules, industry standards, and communication requirements applicable to Customer's activities.

These may include requirements governing:

• Telephone communications;
• Text messaging;
• Automated communications;
• Prerecorded or artificial voice communications;
• Telemarketing;
• Do-Not-Call obligations;
• Email communications;
• Privacy;
• Consumer protection;
• Marketing;
• Recipient consent;
• Identification;
• Opt-out and revocation;
• Telecommunications networks; and
• State, federal, local, and international communications.

19. Monitoring and Compliance Investigations

zCallMagic may investigate suspected fraud, abuse, unauthorized communication activity, excessive complaints, abnormal opt-out rates, security incidents, registration discrepancies, or potential violations of this Agreement.

Customer agrees to reasonably cooperate with such investigations and provide relevant information reasonably necessary to evaluate the activity.

zCallMagic is not required to monitor every communication or independently verify every Recipient's consent before Customer initiates a communication.

20. Suspension and Termination

To the maximum extent permitted by applicable law and Customer's governing service agreement, zCallMagic may restrict, suspend, or terminate some or all communication functionality when zCallMagic reasonably determines that:

• Customer materially violated this Agreement;
• Customer may be engaging in unlawful communications;
• Customer cannot demonstrate required Recipient authorization;
• Customer provided materially false or misleading registration information;
• Customer activity generates excessive or substantiated complaints;
• Customer attempts to circumvent compliance controls;
• Customer activity creates material legal, regulatory, financial, security, operational, or reputational risk;
• Continued service could materially affect other customers or communication infrastructure;
• Suspension is requested or required by a telecommunications network, regulator, governmental authority, or other applicable authority; or
• Suspension or termination is otherwise permitted under Customer's governing agreement.

21. Customer Indemnification

To the fullest extent permitted by applicable law, Customer agrees to defend, indemnify, and hold harmless zCallMagic and its owners, operators, affiliates, officers, directors, employees, contractors, representatives, successors, and assigns from and against third-party claims, demands, actions, proceedings, investigations, damages, judgments, settlements, penalties, fines, liabilities, costs, and reasonable attorneys' fees arising out of or relating to:

• Customer's communications;
• Customer's failure to obtain legally sufficient Recipient consent or authorization;
• Customer's failure to honor an opt-out or revocation;
• Customer's contact lists or Recipient data;
• Customer's communication content;
• Customer's violation of applicable law or communication requirements;
• Customer's misuse of communication resources;
• Customer's material breach of this Agreement; or
• Acts or omissions of Customer's employees, contractors, administrators, agents, or authorized users.

22. Platform Role and No Legal Advice

zCallMagic provides software, automation, and communication-enablement functionality.

zCallMagic does not determine whether Customer may legally communicate with a particular Recipient.

Registration assistance, templates, examples, automated functionality, consent-management functionality, opt-out functionality, compliance tools, AI-assisted functionality, or other Platform features do not constitute legal advice or a guarantee of Customer's compliance.

Customer remains responsible for evaluating its communications and obtaining appropriate professional advice.

23. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMMUNICATION-RELATED SERVICES AND FUNCTIONALITY ARE PROVIDED SUBJECT TO THE WARRANTIES, DISCLAIMERS, AND SERVICE TERMS CONTAINED IN THE APPLICABLE zCallMagic TERMS OF SERVICE AND OTHER GOVERNING AGREEMENTS.

zCallMagic does not warrant that:

• Every communication will be delivered;
• Every call will be completed;
• Every communication will avoid filtering;
• Every registration will be approved;
• Every number or communication resource will remain available;
• Every Recipient's consent will remain valid; or
• Customer's use of the Platform will satisfy every legal requirement applicable to Customer.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, zCallMagic WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM CUSTOMER'S COMMUNICATION ACTIVITIES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF COMMUNICATION RESOURCES.

Any monetary liability cap contained in the applicable zCallMagic Terms of Service, subscription agreement, order form, or other governing agreement applies to this Agreement to the extent permitted by law.

Nothing in this Agreement excludes or limits liability that applicable law does not permit to be excluded or limited.

25. Relationship to zCallMagic Terms

This Agreement supplements and is incorporated into the agreements governing Customer's use of zCallMagic, including the applicable Terms of Service.

If another executed agreement establishes an order of precedence, that provision controls in the event of a conflict.

Customer's obligations relating to Recipient consent, compliance, indemnification, payment of applicable Customer-caused costs, and other provisions intended by their nature to survive will survive termination to the extent permitted by applicable law.

26. Electronic Acceptance and Records

Customer agrees that electronic acceptance of this Agreement has the same force and effect as a physical signature to the extent permitted by applicable law.

Customer consents to zCallMagic maintaining electronic records relating to Customer's acceptance of this Agreement.

Such records may include:

• Customer legal business name;
• Account identifier;
• Authorized representative;
• Representative's title;
• Representative's email address;
• Agreement version; and
• Other records reasonably necessary to evidence acceptance.