SMS/Voice Policy and Agreement

This SMS/Voice Policy and Agreement ("SMS/Voice Agreement") is entered into by and between Senior Place, LLC, an Idaho Limited Liability Company ("Provider," "we," "us," or "our") and Provider Recipients ("Customers," "you," or "your") utilizing Provider's SMS integration feature to send SMS messages and engage in voice communications, through Provider's integration with Twilio, to and with "End Users", "Senior Care Facilities", service providers, and other parties that are routinely communicated with in connection with the performance of "Senior Placement Services" (collectively, "Recipients"). This SMS/Voice Agreement sets forth the terms and conditions governing your use of the SMS and voice integration SMS/Voice Service ("SMS/Voice Service"). By using the SMS/Voice Service, you acknowledge that you have read, understood, and agree to be bound by this SMS/Voice Agreement. If you do not agree to these terms, you should not use the SMS/Voice Service, which is subject to and incorporates portions of the latest version of Senior Place User Agreement (the "User Agreement") and note that any undefined capitalized terms herein (including any such undefined terms above) shall inherit their meanings from the User Agreement.

1. SMS/Voice Service Description

The SMS/Voice Service, through Provider's integration with Twilio, enables Customers to send and receive SMS messages and may now or in the future leverage Twilio's cloud-based VoIP platform to make and receive phone calls programmatically to Recipients. The SMS/Voice Service is provided on an "as-is" and "as available" basis. Provider makes no warranties or representations regarding the availability, accuracy, reliability, or quality of the SMS/Voice Service. SMS/VOICE SERVICES ARE PROVIDED BY TWILIO ON AN "AS IS" BASIS, AND WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AND ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED.

2. SMS Costs

You are solely responsible for any costs or fees associated with the use of the SMS charged by your carrier in connection with any use of the SMS/Voice Service, including but not limited to fees for sending SMS messages.

3. Message and Data Rates Disclosure

Please be aware that standard message and data rates may apply for any messages sent to or received from Customers' SMS messaging activity. These rates are determined and billed by your mobile SMS provider. We recommend consulting with your mobile SMS service provider for details on specific rates and charges that may apply to you. We are not responsible for any charges incurred by the user for any mobile messages received or sent.

4. Customers. Use of the SMS/Voice Service

4.1 Compliance with Applicable Laws and Twilio Guidelines and Policies

To use the SMS/Voice Service, you must register any combination of your device, phone number and other requested information through Provider's integration with Twilio and agree to their Terms of Service, available at: https://www.twilio.com/en-us/legal/tos

Customers must comply with all applicable laws when using the SMS/Voice Service, to communicate with third parties. This includes, without limitation, ensuring that all required consents are obtained prior to initiating any messages or calls, particularly in jurisdictions with specific legal requirements governing marketing communications, call recording, or consumer outreach.

In addition to the foregoing, the Customer must comply with any applicable policies, guidelines, or terms of use provided or made available by Twilio in connection with the SMS/Voice Service. Please reference Twilio's United States SMS and Voice Guidelines for more information:

4.2 Prohibited Activities

You agree not to use the SMS/Voice Service for any unlawful, fraudulent, or malicious purposes. Prohibited activities include, but are not limited to:

a. Sending unsolicited or unauthorized SMS messages or initiating unauthorized voice calls.

b. Transmitting any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, racist, obscene, or otherwise objectionable.

c. Impersonating any person or entity or misrepresenting your affiliation with any person or entity.

d. Uploading, transmitting, or distributing any virus, malware, or other harmful software.

e. Interfering with or disrupting the integrity or performance of the SMS/Voice Service or any related systems or networks.

f. Attempting to gain unauthorized access to any part of the SMS/Voice Service or its related systems or networks.

4.3 Recipient Consent and Privacy

You represent and warrant that you have obtained all necessary consents and permissions from your Recipients to send SMS messages to them through the SMS/Voice Service. You are responsible for complying with all applicable laws and regulations regarding data protection and privacy, including obtaining and maintaining any required consents and providing appropriate notices to your Recipients.

4.4 Recipient Opt-Out

You hereby affirm that if any recipient of your SMS messages responds with the word "STOP," their mobile phone number will be promptly and permanently removed from your messaging list. Upon receiving a "STOP" response, you are obligated to ensure that no further SMS communications are sent to that particular phone number.

4.5 Protection of Mobile Numbers

You are committed to protecting the privacy and security of your Recipients. The mobile phone numbers provided by your Recipients for messaging SMS/Voice Services will be used solely for the purposes for which they were provided and will not be shared with any third-party entities without explicit consent, except as required by law.

4.6 Message Frequency

The frequency of messages sent to your Recipient's mobile phone may vary, but will not exceed a volume that is reasonable under the circumstances and permitted by applicable law, including relevant carrier and regulatory guidelines. We reserve the right to adjust the frequency of messages as necessary to ensure effective and compliant delivery of the SMS/Voice Service. In the event of any material change to message frequency, users will be provided with appropriate notice.

5. Intellectual Property Rights

To the maximum extent permitted by applicable law, Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to the use or inability to use the SMS/Voice Service, including any damages for loss of profits, data, or goodwill, even if Provider has been advised of the possibility of such damages.

5.1 Provider Ownership

Provider retains all right, title, and interest in and to the SMS/Voice Service, including all intellectual property rights. This SMS/Voice Agreement does not grant you any ownership rights or licenses to the SMS/Voice Service, except as expressly provided herein.

5.2 Customer Content

You retain all ownership rights to the content you transmit through the SMS/Voice Service, including any SMS messages sent to your Recipients and Customer Data. By using the SMS/Voice Service, you grant Provider and Twilio a non-exclusive, worldwide, royalty-free license to use the content for the purpose of providing the SMS/Voice Service including hosting, storing, and otherwise processing such content.

6. Limitation of Liability

7. Indemnification

You agree to indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from your use of the SMS/Voice Service, your breach of this SMS/Voice Agreement, or your violation of any applicable laws.

8. Termination

Provider may, at its sole discretion, terminate or suspend your access to the SMS/Voice Service at any time and for any reason, without prior notice or liability. Upon termination, all licenses and rights granted to you under this SMS/Voice Agreement will immediately cease.

9. Refund policy

Customers acknowledge and agree that there will be no refunds for registration fees, (any Twilio fees if applicable), SMS top-ups, or any other fees associated with the use of the SMS/Voice Service. Once fees are paid, they are non-refundable, regardless of whether the SMS/Voice Service is fully utilized or if Customers decide to discontinue the use of the SMS/Voice Service. Provider shall have no obligation to provide any refunds or credits for unused SMS messages, account balances, or any other unused portions of the SMS/Voice Service.

Customers are solely responsible for managing their account balance and ensuring that sufficient funds are available to cover the costs of SMS messages sent through the SMS/Voice Service. Provider shall not be liable for any losses, damages, or liabilities arising from insufficient account balances or any resulting disruption or termination of the SMS/Voice Service due to the lack of funds.

This no-refund policy applies regardless of the reason for the termination or suspension of the SMS/Voice Service, including but not limited to violations of this SMS/Voice Agreement, account closure, or discontinuation of the SMS/Voice Service by either party.

Customers acknowledge that this no-refund policy is a fundamental aspect of the pricing and availability of the SMS/Voice Service, and they agree to abide by this policy.

By using the SMS/Voice Service, Customers acknowledge and agree to the no-refund policy described in this section.

10. Non-Payment and Risk of Number Loss

Customers utilizing the SMS/Voice Service acknowledge and agree that failure to pay any fees owed to Provider (or Twilio, if applicable) may result in the risk of losing the registered phone number (including any phone numbers provided and/or generated for Customer's use by Provider and/or Twilio) associated with the Customer's account.

Provider shall not be responsible or liable for any loss of the registered phone number (including any phone numbers provided and/or generated for Customer's use by Provider and/or Twilio) due to non-payment of fees to Twilio. It is the sole responsibility of the Customer to ensure timely payment of all fees to Twilio to maintain the registration and ownership of their phone number.

Customers acknowledge and understand that the loss of a registered phone number may result in the inability to send SMS messages or conduct voice calls through the SMS/Voice Service or the need to re-register a new phone number, which may involve additional costs and administrative efforts.

Provider shall not be liable for any losses, damages, or liabilities arising from the loss of a registered phone number due to non-payment of fees to Provider (or Twilio, if applicable).

By using the SMS/Voice Service, Customers acknowledge and agree to the risk of losing the registered phone number associated with their account in the event of non-payment of fees to Provider (or Twilio, if applicable). Customers are solely responsible for maintaining their account in good standing with Twilio to avoid any disruption or loss of the registered phone number.

11. Miscellaneous/Dispute Resolution

11.1 Entire Agreement

This SMS/Voice Agreement, in addition to and in conjunction with the User Agreement and the Privacy Policy, constitutes the entire agreement between Provider and Customers with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

11.2 Modification

Provider reserves the right to modify or update this SMS/Voice Agreement at any time. Any changes to the Agreement will be effective upon posting the revised version on Provider's website or providing notice to you. Your continued use of the SMS/Voice Service after any such changes constitutes your acceptance of the modified Agreement.

11.4 Severability

If any provision of this SMS/Voice Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. By using the SMS/Voice Service, you acknowledge that you have read, understood, and agreed to be bound by this SMS/Voice Agreement.

11.5 Incorporation of User Agreement Terms for Miscellaneous Items and Dispute Resolution through Binding Arbitration

All miscellaneous and dispute resolution terms, including without limitation those pertaining to binding arbitration in the State of Idaho, USA, and any provisions barring class action lawsuits, as set forth in Sections 15 and 16 of the User Agreement, are hereby incorporated into this SMS/Voice Agreement by reference as if fully restated herein, mutatis mutandis (i.e., "with the necessary changes having been made" or "applying the same idea, but with appropriate adjustments to fit the new context.")