PLEASE READ THIS ACCEPTABLE USE POLICY (THE “AUP”) CAREFULLY BEFORE USING ANY SERVICES PROVIDED BY COMPANY. IF YOU DO NOT ACCEPT THIS AUP, YOU ARE NOT AUTHORIZED TO USE THE SERVICES. YOU MAY NOT USE THE SERVICES IF YOU ARE OUR COMPETITOR.  

This AUP (as modified from time to time by Company in its sole discretion) is a legal agreement between You (“Customer”, “You”, “Your”) and the entity listed on your Ordering Document and defines the terms and conditions under which You are allowed to use the Services (as defined below). This AUP forms a part of the Agreement and takes effect as soon as You begin using the Services. 

By using the Services, You agree that the provision and receipt of Services are expressly conditioned on the acceptance of the terms in this AUP. If You enter into this AUP or use the Services on behalf of an entity, You represent and warrant that You have the authority to accept this AUP on the entity’s behalf.

In order to use the Services, You must:

  • be at least 18 years old (or the age of majority in your state of residence, if greater);
  • complete the registration process;
  • agree to this AUP; and
  • provide true, complete, and up to date contact information to Company.

By using the Services, You represent and warrant that You meet all the requirements listed above. Company may refuse to provide You with the Services, suspend or close Your account, and change eligibility requirements at any time in accordance with the terms of this Agreement. 

  1. DEFINITIONS.  In addition to terms defined elsewhere in this AUP, the definitions below will apply to capitalized words in this AUP. Capitalized words in this AUP that are not otherwise defined herein shall have the meaning ascribed in the Agreement
    1. “Agreement” means, as applicable, either the: 1) Services Agreement located at cmgroup.com/services-agreement, as updated from time to time; or 2) a superseding written agreement for use of the Services executed by and between Company and Customer. Any references in the Agreement to the “Sailthru Industry Best Practices Notice” shall be to this AUP. 
    2. “Cookie Notice” means the Company’s Cookie Notice posted by Company, as updated from time to time.  If You access the Services from myemma.com, then the Cookie Notice is available at myemma.com/legal/cookie-notice.  If You access the Services from sailthru.com, then the Cookie Notice is available at sailthru.com/legal/cookie-policy/. If You access the Services from vutu.re, then the Cookie Notice is available at vutu.re/cookies/. If You access the Services from cheetahdigital.com, then the Cookie Notice is available at cheetahdigital.com/cookie-notice.
    3. “Documentation” means the information provided by Company describing operation and use of the Service(s), by any means of delivery, whether at Customer’s request or otherwise, along with any other information provided to Company’s clients generally, and all such items as updated from time to time.
    4. “Malicious Code” means harmful or malicious code, files, scripts, agents, programs, or the like designed or intended to have, or capable of performing or facilitating, any of the following functions: disrupting, disabling, harming, corrupting, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system, database, or network (or other device on which such code is stored or installed), including but not limited to viruses, worms, time bombs, and Trojan horses.
  2. CUSTOMER AND USER OBLIGATIONS. 
    1. Customer agrees to, and where applicable, shall ensure that Users agree to: 
      1. keep contact information for Customer’s Account updated and promptly respond to queries from Company; 
      2. use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Company promptly of any such unauthorized access or use; 
      3. be responsible for ensuring that User’s computer systems, technology, or other similar items used in connection with the Services do not interfere with or disrupt the integrity or performance of the Services; and
      4. use the Services in compliance with Laws, the Agreement, and this AUP, as well as the Anti-Spam Policy available at cmgroup.com/anti-spam-policy/
    2. Privacy, Cookies & Tracking Technologies. Customer understands and acknowledges that the Privacy Notice explains how Company handles data processed by and through the Services. Customer agrees to adopt, maintain, and post its own privacy notice or policy that: 1) takes into account the data processing activities described in the Privacy Notice; and 2) complies with all requirements imposed by Laws (particularly as such notice relates to notice, consent, and disclosure in connection with the collection, sharing, and use of any information about a Contact). In addition, Customer acknowledges that the Services employ the use of cookies and similar tracking technologies (“Cookies”), as further described in Company’s Cookie Notice. Accordingly, Customer represents and warrants that it has taken all necessary and appropriate steps to comply with Laws, including, if applicable, by ensuring that each Contact is provided with clear and comprehensive information about, and consents to, the storing and accessing of cookies and/or other information on the Contact’s device where such activity occurs in connection with the provision of the Services. Customer shall promptly notify Company if it is unable to comply with the above obligations.  
    3. Security Requirements. Customer represents and warrants that while using the Services, Customer will:
      1. use commercially reasonable security measures to protect any Customer Data transmitted to the Services, including, but not limited to, encrypting any Customer Data transmitted to the Services; and
      2. cooperate with Company’s reasonable investigations of services outages, security problems, and/or any suspected breach of the Services, any Ordering Documents, and/or this Agreement or any of its incorporated documents.
    4. Customer Cooperation. Customer represents and warrants that while using the Services, Customer will immediately act upon Company’s reasonable requests to remove and/or adapt Customer Data and/or Customer’s use of the Services (e.g. to avoid hindrance of Services’ performance to other customers). Customer shall, upon request, or as needed throughout the term: 1) respond to any third-party complaints (including, but not limited to, the complaints of any Contacts or providers of any Third Party Services), 2) promptly provide any applicable information documenting the relationship or consent of the involved parties, and 3) otherwise reasonably cooperate in mitigating the impact of any such complaint. 
  3. ACCESS LIMITS. If the Ordering Document specifies the number of Users, then the Services may be accessed by no more than the specified number of Users set forth therein. User licenses cannot be shared or used by more than one User; provided, however, User licenses may be reassigned to replace former Users who no longer access the Services. Customer shall not use the Services: (a) in excess of the limitations set forth in the Documentation; and/or (b) in a manner adversely affecting the Services’ usability for Company and/or its Affiliates, including for Company’s and/or its Affiliates other customers.  
  4. RESTRICTIONS ON USE. 
    1. Except where the following restrictions are prohibited by Law, Customer shall not, and shall not permit any Users or third parties to, directly or indirectly:
      1. inaccurately represent its organization or impersonate any other person, whether actual or fictitious;
      2. access or use the Services except as permitted in the Agreement and this AUP; 
      3. host images or content on Company servers or through the Services for any purpose other than for the purpose of using the Services as permitted in the Agreement and this AUP;
      4. use the Services to store or transmit Malicious Code;
      5. interfere with or disrupt the integrity or performance of the Services or third party data contained therein;
      6. use the Services in any other manner that puts an excessive burden on the bandwidth of the Services; 
      7. attempt to gain unauthorized access to the Services or their related systems or networks by any means or methods, nor access the Services outside the scope of the Services as ordered via the applicable Order Form; 
      8. attempt to probe, scan, or test the vulnerability of the Services or perform any penetration testing against or on the Services;  
      9. use the Services to encourage or facilitate any illegal activities; or violate any Laws, including but not limited to those related to e-commerce, infringement, defamation or privacy; or
      10. use the Services to compete with the Services or Company in any manner.
    2. Intellectual Property Restrictions. Customer shall not (and shall not permit any third party to): 
      1. except as expressly permitted in writing by Company, sell, resell, rent, or lease the Services or any part of the Services;
      2. remove or alter trademark, logo, copyright, or other proprietary notices or labels from the Services; 
      3. copy, frame, or mirror any part or content of the Services, other than in connection with Customer’s permitted use of the Services for Customer’s own internal business purposes, 
      4. create derivative works based on the Services;
      5. reverse engineer, reverse assemble, decompile, or attempt to discover or extract the source code, object code, underlying structure, or algorithms, found at or through the Services or any software, documentation, or data related to the Services; or  
      6. access the Services for the purposes of (a) building a competitive product or service; (b) copying or reproducing any features, functions or graphics of the Services; (c) monitoring the availability, performance or functionality of the Services; or (d) benchmarking or conducting any activities that are competitive with the Services or Company. No rights are granted to Customer other than as expressly set forth in the Agreement.
    3. Customer Content. Customer acknowledges and agrees that Customer is responsible for the nature and content of all of the Customer Content, including but not limited to, the accuracy, quality, integrity and legality of the Customer Content and the means by which Customer and its Users acquire Customer Content. Except where the following restrictions are prohibited by Law, Customer shall not, and shall not permit any Users or third parties to, directly or indirectly, use the Services to process, store, transmit, link to, display, or solicit content:
      1. about or relating to:  (a) individuals under 18 years of age; and/or (b) pornography, nudity, adult novelty items, or escort services; financial information, stock trading, FOREX, mortgages or other loans, insurance, debt collection, credit repair, offers to make money online or work from home businesses, payday lender related content, the production, sale, exchange, storage, or marketing of cryptocurrencies, initial coin offerings, or penny stocks; gambling related content (including, but not limited to, poker, casino games, horse and dog racing, and betting on college and pro sporting events); horoscopes, dating services, daily deals, coupons, paid surveys, lead generation services, affiliate or multi-level marketing, or Ponzi schemes; DJ/nightclub or event/club promotions/party lists; the selling of personal data of any kind, list brokers or list rental services; recruitment or job-seeking services; firearms, bombs, grenades, or other weapons; pharmaceuticals, drugs (illegal or otherwise), diet advice, nutritional advice, or supplements; illegal goods or software (including but not limited to pirated computer programs or viruses); violence against any governments, organizations, groups, or individuals or which provides instruction, information or assistance in causing or carrying out such violence; or any other content that Company deems inappropriate in Company’s sole discretion;
      2. except as approved by Company in writing, about or relating to: loans, insurance, horoscopes, dating services, daily deals, coupons, paid surveys, recruitment or job-seeking services, or tobacco and/or related products;
      3. that is defamatory, libelous, offensive (including hate speech, blatant expressions of bigotry, prejudice, racism, hatred, or excessive profanity), obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, false, misleading, fraudulent, or otherwise objectionable (as determined by Company in Company’s sole discretion); 
      4. that materially violates the: 1)  industry standards, policies and applicable guidelines published by generally recognized industry associations; or (2) carrier guidelines and usage requirements, where applicable; and/or
      5. that violates or infringes: 1) Company’s reasonable recommendations and/or instructions; 2) any applicable Laws; and/or 3) the rights of a third party (including a third party’s privacy and/or intellectual property rights) or such third party’s applicable terms of use.
    4. Sensitive PII. Customer understands and acknowledges that the Services are not configured to process, receive, and/or store Sensitive PII. “Sensitive PII” is defined as: 1) protected health information (“PHI”), as that term is defined under the Health Insurance Portability and Accountability Act (“HIPAA”); 2) “nonpublic personal information” (‘NPI”) as defined under the Gramm-Leach-Bliley Financial Modernization Act of 1999 (“GLBA”); 3) data on any minor under the age of thirteen or the age threshold  as determined by Laws, including any such information that would be subject to the Children Online Privacy Protection Act (“COPPA”); 4) card holder data under the Payment Card Industry Data Security Standard; 5) personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation (the “special categories of personal data” identified in Article 9 of GDPR); or 6) social security numbers, driver’s license or state identification number or other government related identifier, financial account numbers (i.e., credit card, checking account, savings account, etc.), medical, employment, criminal records, or insurance numbers, passport numbers, or other highly sensitive personally identifiable information. As such, Customer agrees not to, and not to permit Users to transmit, request, provide Company with access to, submit, store, or include any Sensitive PII through the Services. Customer agrees that Company may terminate this Agreement immediately, without refund, if Customer is found to be in violation of this clause.
  5. COMPANY’S RIGHTS. 
    1. Monitoring. Company reserves the right to inspect and monitor Customer’s Account and Customer Content at any time, without notice, to ensure compliance with the terms of this AUP and the Agreement.  In connection with the foregoing, Customer agrees to promptly provide records and/or other information requested by Company. Company reserves the right to limit Customer’s access to Customer’s Account at any time if Company believes, in its sole discretion, that Customer or its Users have violated or may violate any terms set forth in this AUP or the Agreement.
    2. Disclosure. Company shall have the right to disclose communications between (i) Customer and (ii) its email recipients and other users of its services to the extent required by Law, including, without limitation as required by legal process or court order.  Company shall have no obligation to notify Customer of requests for such disclosures except as otherwise required by this AUP or the Agreement.
    3. Right to Remove, Suspend, Terminate. Company may, in its sole discretion, remove any Customer Content, suspend, or terminate Customer’s use of the Services for any actual or alleged breach of this AUP or the Agreement at any time. For clarity, removal, suspension, or termination pursuant to this clause will not terminate Customer’s obligation to pay any fees owed to Company.
  6. SMS TERMS
    1. Applicable Definitions
      1. “Carrier Requirements” means the terms and conditions set by wireless carriers and other parties (including, without limitation, Subcontractors) that provide SMS services.
      2. SMS Services” mean, providing Services as follows: designation of short codes or long codes for use with Customer’s messaging campaigns; the collection of SMS messages from Customer as agreed to by the parties; the transmission of such SMS messages to Mobile Subscribers (as defined below) who either (1) opt-in electronically to SMS Services through Customer; or (2) are identified by Customer as individuals who have opted in to SMS Services through Customer.
    2. Consent. Customer shall use SMS Services only to send SMS messages to mobile subscribers (“Mobile Subscribers”) that have consented, in accordance with Law and has Permission as defined in Company’s Anti-Spam Policy, to receive such messages and that have not opted out from receipt of such messages.  Customer agrees that it will provide verification of consent by any mobile Subscriber or other party receiving SMS messages via the SMS Services to Company upon Company’s request.  If Customer fails to provide verification of consent, Company reserves the right to suspend the SMS Services until Customer provides such verification. If Customer fails to provide verification within thirty days of suspension, Company reserves the right to terminate Customer’s access to the SMS Services without refund.
    3. Restriction on use of SMS Services. Customer agrees that it may not, and may not encourage or allow any Users to, use the SMS Services in the following prohibited ways:
      1. Unless otherwise agreed by Company in writing, Customer shall not to transfer, resell, lease, license or otherwise make Services available to third parties or offer them on a standalone basis;
      2. If Customer has purchased or is otherwise using a short code, then Customer will not change its use of that short code from the use stated in Customer’s application to the carrier for approval of the short code without first obtaining an amendment to Customer’s application or re-applying to the carrier for approval of the short code under the new use;
      3. Use the SMS Services to access or allow access to Emergency Services;
      4. Use the SMS Services in any manner that materially violates the: (a) industry standards, policies and applicable guidelines published by (i) the CTIA (Cellular Telecommunications Industry Association), (ii) the Mobile Marketing Association, or (iii) any other generally recognized industry associations; (b) carrier guidelines and usage requirements;
      5. Use the SMS Services in connection with unsolicited or harassing messages (commercial or otherwise), including unsolicited or unwanted phone calls, SMS or text messages, voice mail, or faxes;
      6. Use the SMS Services to harvest or otherwise collect information about individuals, including email addresses or phone numbers, without their explicit consent or under false pretenses; and/or
      7. Use the SMS Services in a way to evade unwanted message detection and prevention mechanisms (including, without limitation, spreading similar or identical messages across many phone numbers).
    4. Customer Content. Customer shall be solely responsible for any content submitted to Company and/or transmitted through the SMS Services and delivered to Mobile Subscribers and will ensure that such Customer Content: 1) is appropriate for the Mobile Subscriber; 2) does not otherwise violate any applicable Laws; 3) is not subject to any cause of action for defamation or invasion of privacy; and 4) is in compliance with this AUP, and the Agreement. Customer shall obtain and maintain all Intellectual Property Rights necessary to transmit any Customer Content to its Mobile Subscribers.  Company assumes no liability for any Customer Content or any SMS messages transmitted by Customer in violation of applicable Law.
    5. Phone Numbers and Short Codes.
      1. Porting Phone Number(s). Company, in its sole discretion, may approve or reject any request from Customer to either port in or port out a phone number for use in connection with the SMS Services. Customer agrees to fully cooperate with Company in making a request to port a phone number in or out of the Services, including completing any necessary forms. Customer agrees to pay any fees and/or costs associated with porting a phone number in or out of the Services.
      2. Short Codes. Company, in its sole discretion, may approve or reject any request from Customer to use a short code in connection with the Services. If Customer is using a short code in connection with the SMS Services, Customer agrees will not change its short code use case approved by the applicable telecommunications provider and Company without Company’s prior written approval. Customer agrees to pay any fees or costs associated with applying for, or using, a short code in connection with the Services.
      3. Withdrawal of Phone Numbers. Company may change the phone number(s) or short code(s) associated with Customer’s account at any time.
    6. Identification and Opt Outs.
      1. Identification. Each message must identify the Customer (the person who obtained the consent) except in follow-up messages of an on-going conversation.
      2. Opt Outs. In addition to any obligations pursuant to Laws, the initial message that you send to a mobile Subscriber must include opt out instructions as approved by Company (e.g., “Reply STOP to unsubscribe”).
    1. Compliance 
      1. Carrier Requirements.  Customer acknowledges that transmission of SMS messages is subject to Carrier Requirements and that the Carrier Requirements are subject to change. Customer agrees to comply with any Carrier Requirements. Customer acknowledges and agrees that each carrier reserves the right to suspend SMS Services for any Customer and/or User at any time.
      2. Compliance with Laws. SMS Services are subject to various legal compliance requirements depending on the nature of Customer’s text messaging campaign, the location from where Customer is sending text messages, and the location of SMS recipients. Customer agrees to comply with all applicable Laws and industry standards related to its use of the SMS Services, including without limitation, Laws and standards which require specific information be included wherever the short code or long code is advertised, or where individuals are invited to sign up for short code or long code messages. Customer should consult with its legal counsel to ensure that its text messaging campaign conforms to all applicable legal compliance requirements.
      3. Disclosure. In addition to any obligations under this AUP and the Agreement, Customer warrants that it will comply with all applicable privacy requirements concerning communications using the SMS Service between (i) Customer and (ii) its Mobile Subscribers and other users of its services, including without limitation Customer’s privacy policy, to the extent such policy places greater limitations on use of Mobile Subscribers’ data than applicable Law.

Last Modified: May 3, 2022