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• SMS Client Responsibilities:The Client is responsible for ensuring that approval to send text messages to intended recipients has
<br /> been obtained; for the quality and appropriateness of the phone numbers used in its broadcast events;and for appropriately
<br /> maintaining information regarding opt-ins and cancellations. The Client is responsible for ensuring that all text messages are sent
<br /> in accordance with applicable federal and state laws,rules,and regulations and in accordance with best practices according to
<br /> guidelines such as those of the Mobile Marketing Association.
<br /> �pnort for Hosted Subscriber Services:During the Term,TW[shall be responsible for providing support to Agency with regard to the Hosted
<br /> Subscriber Services according to TWI's prevailing Product and Services Support Policy.Agency shall be responsible for providing support to its
<br /> end users with regard to the Hosted Subscriber Services.TWI reserves the right to discontinue provision of support and maintenance on
<br /> Products and Services according to the termination clause in this Agreement.
<br /> Client Resnonsibilities:Client is responsible for assigning resources to the effort with TWI and ensuring they are generally available
<br /> to interact with TWI project resources as necessary throughout the life of the project. Additionally,Client is responsible for making
<br /> available or collaborating with TWI in identifying the appropriate Application Programming Interface(API)or other method of
<br /> integrating to/communicating with the Client's customer database.
<br /> Network Traffic. Agency acknowledges that TW[is providing a hosted service,which means that Agency content and data will pass through
<br /> hosted TWI servers that are not segregated or in a separate physical location from servers on which the content of other third parties is or will
<br /> be transmitted or stored.
<br /> ontent. Agency is and shall be solely responsible for the creation,editorial content,control,and all other aspects of content.Agency represents
<br /> and warrants that it has obtained(or will obtain,prior to transmission)all authorizations and permissions required to use and transmit the
<br /> content over the TWI Hosted Platform as part of the Hosted Subscriber Services.
<br /> No Harmful Code. Agency represents and warrants to TWI and its suppliers that no content shall be knowingly transmitted by Agency or end
<br /> users through the TW[Hosted Platform containing any program,routine or device which is designed to delete,disable,deactivate,interfere
<br /> with or otherwise harm any software,program,data,device,system or service,including without limitation,any`time bomb',virus,drop dead
<br /> device,malicious logic,worm,Trojan horse or trap or back door(cotlectively,"Harmful Code").
<br /> Lawful Purposes. Agency agrees that it will use TWI Products and Services only for lawful purposes and in accordance with this Agreement.
<br /> Agency shall comply with all applicable laws and regulations when using the Products and Services,including without limitation,compliance
<br /> with applicable international export and privacy laws,privacy policies of Agency and third parties and other laws regarding the transfer and/or
<br /> transmission of data.
<br /> Prohibited Uses. TWI hosted IVR cannot be used to"front end"calls to the Agency's live agent queue or call group.The Agency must direct its
<br /> customers to TWI's IVR by routing callers through the Agency's phone system auto-attendant and presenting the[VR as a choice.The auto-
<br /> attendant should clearly inform those choosing the IVR option that they will encounter an automated phone experience and not directly speak
<br /> to a live representative.Agency will be responsible for,and shall pay any applicable fees associated with,any unauthorized use,including but
<br /> not limited to the aforementioned"front ending"of the Agency phone system,by Agency or Agency's end-users of the Hosted Subscriber
<br /> Services,telephone numbers assigned to Agency,and Agency's account In the event Agency becomes aware of such unauthorized use,Agency
<br /> shall promptly notify TWI,TWI will issue to Agency,at Agency's request and expense,replacement telephone number(s)for use with the
<br /> Hosted Subscriber Services.
<br /> Critical A�plications. Agency acknowtedges and agrees that the Products and Services are not designed,intended,authorized or warranted to
<br /> be suitable for hosting life-support applications or other critical applications where the failure or potential failure of the Products and Services
<br /> can cause injury,harm,death,or other grave problems,including,without limitation,loss of aircraft control,hospital life-support systems,
<br /> delays in getting medical care or other emergency services,and Agency assumes all risk arising out of such use and shall indemnify Tele-Works,
<br /> Inc.and its suppliers for damages and expenses(including legal fees)arising out of same.
<br /> Emereencv uses.[f the products and services are used in emergency situations for outbound notifications,then the products and services are
<br /> intended to only increase the notice which will be given.There is and cannot be any guarantee that all persons intended to be contacted will be
<br /> contacted.Tele-Works,Inc.accepts no responsibility for any failure of the products and services to contact any person(s)and is not responsible
<br /> for any damage or injury which results from any failure to contact anyone.
<br /> Aeency Maintenance. Agency is responsible for,and Tele-Works,Inc.is not liable for Agency's failure in,(a)properly configuring,developing,
<br /> programming,hosting and operating its hardware,software,content and all applications,and their respective te►ephone and[nternet
<br /> connections,to allow necessary access to and use of the 7'WI Hosted Platform and Hosted Subscriber Services in accordance with the
<br /> documentation provided by TWI and all applicable protocols and requirements of the TWI Hosted Platform;and(b)providing any connections
<br /> necessary to communicate with the TWI-provided Hardware,Software,and/or Hosted Platform.
<br /> Force Majeure. Except for Agency's obligations to pay money,neither party shall be deemed to be in breach of this Agreement for any failure or
<br /> delay in performance caused by reasons beyond its reasonable control,including but not limited to acts of God,earthquakes,strikes,war,crime,
<br /> terrorism,shortages of materials,internet,power or telecommunications failures,or computer equipment or software problems not caused by
<br /> the party's gross negligence.
<br /> LIM[TATION OF LIABILITY.[N NO EVENT SHALL TELE-WORKS,INC.LIAB[LITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED
<br /> THE SUM OF FEES PA[D BYAGENCY FOR THE PRODUCTS AND SERVICES GIVING R[SE TO THE L[AB[L[TY DURING THE ONE YEAR PERIOD
<br /> [MMED[ATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE
<br /> OTHER FOR ANY LOST PROFITS,LOSS OF DATA,BUSINESS INTERRUPTION,OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
<br /> SERV[CES,OR FORANY IND[RECT,SPECIAL,[NC[DENTAL OR CONSEQUENT[AL DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF
<br /> L[ABILITY(INCLUDING NEGLIGENCE)AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBIL[TY OF SUCH DAMAGES
<br /> AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OFANY LIMITED REMEDY PROVIDED HEREIN. TELE-WORKS,[NC.SHALL
<br /> HAVE NO LIABILITY FOR UNFINISHED PRO]ECTS WHERE NO COMPLETE PRODUCTS AND SERVICES HAVE BEEN DELIVERED.
<br /> SOW8023d 10-14-13 Redwood City,CA Page 4 of 5 Initial
<br /> ATTY/AGRl2013.200/SOW Summation 360
<br /> REV:10-16-13 MLG
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