Acceptable Use Policy

Any and all use of Foxie Services is subject to and conditioned upon compliance with the following Acceptable Use Policy (“AUP”). If you have an Agreement with Foxie, this AUP is incorporated into and made a part of your Agreement with Foxie.

This Acceptable Use Policy applies to all Foxie Services. Please carefully review the following to determine if the Services you have purchased are subject to additional service-specific prohibitions.

A. The Services (including any system, network, or account used in connection with the Services, or the Foxie Holdings Network) may not be used to:

• Illegal activity. Violate any applicable law or regulation applicable to the use of the Services.
• Resale Prohibited. Engage in resale activities. Customer may not sell, resell, sublicense, assign, license, or sublicense the Service or any component thereof or use or offer the same on a service-bureau or time-sharing basis.
• NO HIGH RISK USE. Engage in high-risk use of the Services. The Services may not be available in the event of a loss of power or internet connectivity, or network congestion. The Services are not designed, intended, or recommended for use in any situation where, in the normal course of use, service disruption could result in personal injury or death (“high-risk use”). High-risk use is prohibited except to the extent you have fail-safe alternatives in place at all times.
• Infringing activity. Infringe, misappropriate, or otherwise violate Foxie’s or anyone’s rights (including intellectual property, privacy, personality, publicity, or otherwise; or display or use Foxie’s marks without consent or in violation of Foxie policies.
• Minors. Exploit or harm minors (e.g., expose them to inappropriate content; ask for personally identifiable information without parental consent).
• Elderly and individuals with disabilities. Customer shall comply with all federal, state and local statutes with respect to the elderly or individuals with disabilities.
• Malicious activity. Transmit any material that contains viruses, time or logic bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.
• Objectionable activity. Act in an indecent, offensive, threatening, harassing, defamatory, libelous, fraudulent, malicious, disruptive, tortious, or other objectionable manner.
• Misrepresenting origin and/or identity. Mislead recipients as to Customer’s identity. Create a false caller ID (e.g., ID spoofing), forge addresses or headers, or fraudulently undertake other technical measures to misrepresent the origin or identity of the sender.
• Harvest information; spam; bulk messages. Without consent: harvest or collect information about third parties or End Users or send bulk communications.
• Excessive or unauthorized use. Use any device, system, network, account, plan, or the Services in an unauthorized manner or in excess of reasonable business use (e.g., interfere, inhibit, compromise, or otherwise harm the Services or the Foxie Holdings Network (regardless of intent or knowledge).
• Circumvent compliance or security. Take advantage of, bypass, exploit, defeat, disable, or otherwise circumvent limitations of the Services, security mechanisms, or compliance with this AUP or any law.
• Interception. Intercept, capture, sniff, monitor, modify, emulate, decrypt, or redirect any communication or data for any purpose.

B. In addition to the prohibitions described in (A) above, Foxie Services, (including any device, system, network, or account used in connection with the Services, or the Foxie Network) may not be used to:

• Trunking; traffic pumping. Trunk or forward your Foxie phone or fax number to other numbers that handle multiple simultaneous calls or to a private branch exchange (PBX) or a key system, traffic pumping or access stimulation of calls through the Services or the Foxie Holdings Network.

The list above is not exhaustive or exclusive. For purposes of this AUP, “End User” means an individual user of the Services, and may be a natural person, and may include but is not limited to a Customer’s employees, consultants, clients, external users, invitees, contractors and agents. Except as otherwise provided, terms defined in the Agreement have the same meanings when used in this AUP.

Foxie may act immediately and without notice to suspend or terminate the Services if, in Foxie’s sole discretion, Customer’s or its End Users’ use of the Services violates the terms of this Acceptable Use Policy.

Foxie reserves the right to modify the AUP at any time with notice to the Customer.

Customer may cancel any services purchased under this Agreement with written notice to Foxie within thirty (30) days of the date in which the purchase becomes effective.

Except as otherwise provided in the Agreement between the Parties, in the event of a timely cancelation, Customer shall not owe any fees or charges for the services being canceled in respect of any period subsequent to the date of such written notice (except those arising from continued Usage) and shall be entitled to a pro-rata refund of any prepaid and unused fees for the services subject to the cancelation. All purchases are final after 30 days.

REGISTRANT SUBLICENSE AGREEMENT

(Updated May 2022)

THIS REGISTRANT SUBLICENSE AGREEMENT, THE TERMS AND CONDITIONS HEREIN, AND ALL TERMS, POLICIES, AND GUIDELINES INCORPORATED HEREIN BY REFERENCE (“AGREEMENT”) IS A LEGALLY BINDING AGREEMENT BETWEEN FOXIE HOLDINGS, LLC, THE SERVICE PROVIDER ("FOXIE"), AND THE APPLICANT FOR A SUBLICENSE TO USE A SHORT CODE ("YOU" OR “YOUR”). BY FILLING OUT THE INFORMATION ON THE FOXIE.COM (“WEBSITE”), INDICATING THAT YOU HAVE READ AND ACCEPTED THE AGREEMENT, AND CLICKING THE “CREATE ACCOUNT” BUTTON, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

Foxie and CTIA-The Wireless Association (“CTIA”) reserve the right to modify this Agreement, at any time, at their sole discretion (“Updated Terms”). Updated Terms will be effective as to all Short Codes You have leased upon the earlier of (a) Your submission of a completed Program Brief form (“Program Brief”) for the lease of a new Short Code; (b) Your submission of a Program Brief to renew a Short Code lease (including by Auto-renew); or (c) thirty (30) days after the Updated Terms are posted on the Website (“Notice Period”). Your Program Brief for a new Short Code lease, Your Program Brief to renew a Short Code lease, and/or Your continued use of a Short Code after the Notice Period, will constitute Your acceptance of such updated Terms to this Agreement. Such acceptance will apply to all Short Codes leased by You. Therefore, You should review this Agreement prior to taking such action, and at least once every thirty (30) days, to understand Your obligations under this Agreement. Foxie may choose to notify You of Updated Terms by email and or by way of your Admin Dashboard, but is not obligated to do so. If You do not agree to the Updated Terms of this Agreement, You may not submit a Program Brief for a new Short Code lease, submit a Program Brief to renew a Short Code lease or continue to use a Short Code after the Notice Period. To terminate this Agreement, and prevent the Updated Terms from applying to You, You must send a notice of termination to support@foxie.com prior to the expiration of the Notice Period. Upon such termination, You will not receive a refund for any amounts paid under this Agreement.

1. Agreement.

You are bound by the terms of this Agreement. By accepting this Agreement, You agree that You are responsible for any and all content associated with any Short Code You have leased. Accordingly, You represent and warrant that (a) You will require any entity that transmits or distributes content to an end-user through a Short Code leased by You (“Short Code Content Provider(s)”) to agree, in writing, to all the terms and conditions of this Agreement; (b) You will ensure that all Short Code Content Providers are capable of performing their obligations under this Agreement, and (c) all Short Code Content Providers own or have the appropriate rights to the content they use and distribute. For the avoidance of doubt, You remain liable under this Agreement for all actions taken with respect to any Short Code You lease.

2. Services.

Foxie administers a method for assigning Short Codes. Short Codes are a string of numeric characters that are interoperable across communication service providers in the United States of America (“USA”) that participate in the Short Code program ("Participating Carriers"). Participating Carriers, and other participating members of the wireless telecommunications industry, have appointed CTIA to administer the Short Code Registry (“Administrator”), and CTIA acting in that capacity, has granted Foxie a license to lease Short Codes in the manner described in this Agreement (“Services”). Short Codes are only intended for use in the USA.

3. Program Brief Process.

A. Program Brief. In order to lease a Short Code, You must complete and submit a Program Brief for each Short Code that You want to lease and submit the required Fees set forth in Section 5 of this Agreement. You may submit multiple Program Briefs. For each Program Brief, You submit, You must provide Verified Information. Any failure by You, or by any party using Your leased Short Codes to immediately provide Verified Information regarding Your Program Brief may result in penalties, that may include, but are not limited to, the suspension or termination of Your Short Code lease, Your inability to renew a Short Code lease, or lease a new Short Code. Foxie may notify You in the event that any of the above penalties are imposed. The strict observation of Your obligation to provide Verified Information is a material term of this Agreement.

B. Types of Short Codes. All Program Briefs for Short Codes are accepted by Foxie on a first-come, first-served basis. Once Foxie determines that Your Program Brief is complete and is ready to submit your Program Brief to the carriers, you will be assigned a Short Code on a random basis from the pool of available Short Codes ("Random Short Code") unless You specifically request a Short Code from Foxie (“Specified Short Code”). Foxie makes no representation that any specific Short Code will be available upon request. You acknowledge and agree that submission of a Program Brief or otherwise meeting the Short Code lease eligibility requirements does not guarantee that Your Program Brief will be approved; that You will ultimately lease a particular Short Code; that any Participating Carrier will accept, implement, provision, or maintain Your leased Short Code; or that You will be able to use the Short Code at all.

C. Lease Terms. All Short Codes, whether a Specified Short Code or Random Short Code, shall be available for a lease term of three (3), six (6), or twelve (12) months (“Selected Lease Term”) and may be renewed by You for an additional three (3), six (6), or twelve (12) month lease period (“Selected Renewal Lease Term”).

D. Expiration Grace Period. In the event that Your Short Code lease expires, and is not renewed, You may be given a sixty (60) day grace period, at the discretion of Foxie, in which to renew Your Short Code lease (“Grace Period”). For the avoidance of doubt, any renewal made during the Grace Period will retroactively begin on the date that the previous Short Code lease expired. If at the end of the Grace Period, You do not manually renew Your Short Code lease, this Agreement shall automatically terminate. Upon termination or expiration of this Agreement, the Short Code(s) You leased, will be made available to the general public after an appropriate aging period.

4. Auto-Renew.

A. General. You can elect to have Your Short Code lease automatically renewed upon its expiration date ("Auto-Renew" or “Auto-Renewal”). Once You have enrolled Your Short Code lease(es) in Auto-Renew; upon expiration of a current Selected Lease Term, and subject to the then-current Agreement; Your Short Code shall Auto-Renew for a lease period equivalent to the length of its previous Selected Lease Term (“Auto-Renew Lease Term”). Upon such renewal, You agree to pay the full amount of the Auto-Renew Lease Term Fee, by authorizing Foxie to debit the credit card that You have on file. You acknowledge and agree that the Auto-Renew Lease Term Fee may be higher or lower than the Fee You paid for a previous Selected Lease Term. For example, if a Selected Lease Term for a Short Code was twelve (12) months, and You elect to Auto-Renew Your lease, Foxie will automatically renew Your Short Code lease for an additional twelve (12) month period. Short Code Auto-Renewal payments are non-refundable. Foxie shall have no liability to You or any third party in connection with the Auto-Renew Lease Term as described herein, including, but not limited to, any failure or errors in renewing the Services, or the failure of Your financial organization to approve the debit of Your credit card in the amount of the Auto-Renew Lease Term Fee.

B. Opt-Out. Once enrolled in Auto-Renew, You may opt out at any time, by emailing Foxie at least fourteen (14) calendar days prior to the expiration of a Selected Lease Term. If You choose to opt out of Auto-Renew, You shall be solely responsible for manually renewing Your Short Code lease in the event You wish to renew Your Short Code lease. Neither Foxie nor CTIA shall be responsible for Your inability to continue leasing a Short Code caused by Your failure to manually renew Your Short Code lease if You have opted out of Auto-Renew.

5. Payment.

A. Fees. You agree to pay Foxie all such amounts as may become due and payable for the Services provided to You under this Agreement (collectively, referred to herein as “Fees”) in accordance with the provisions set forth in the attached Schedule “A” (“Payment Schedule”) which is incorporated herein by this reference.

B. Payment Information. Upon execution of the Agreement, You shall provide to Foxie the pertinent billing information for Your credit card which You desire be used for payment of the Fees incurred under the Agreement (the “Credit Card”). You are solely responsible for all payment information You provide to Foxie and must promptly inform Foxie of any changes thereto (e.g., change of expiration date, account number, or billing address). If for any reason Foxie is not able to take the payment from the Credit Card You provide, Your Short Code lease may suspend, terminate, or expire. It is Your responsibility to keep all Your payment information current.

C. Third Party Vendor. In order to process the payment of an Auto-Renew Lease Term Fee, Foxie may use a third-party vendor to update the expiration date and account number of the Credit Card You have on file. Such third-party vendors maintain relationships with various credit card issuers and provide Foxie with information about the Credit Card You provide by comparing it with the information the third-party has on file. By selecting the Auto-Renew service, You acknowledge and agree that we may share Your Credit Card information with third-party vendors for this purpose.

6. Monthly Billing Program.

A. Program Enrollment. You can choose to participate in the Short Code monthly billing program (“Monthly Billing Program”). The Monthly Billing Program allows You to pay the Fees associated with Your lease of a Short Code on a monthly basis over the course of the lease term (“Monthly Billing Payment Terms”). To participate in the Monthly Billing Program, You must (i) email Foxie and ask to be enrolled and (ii) be in good standing and maintain a minimum of five (5) existing or newly leased Short Codes in Your account (“Minimum”). Enrollment in the Monthly Billing Program is at the sole discretion of Foxie. Once You are enrolled in the Monthly Billing Program, You may add an unlimited number of Short Codes to Your Monthly Billing Program account.

B. Short Code Enrollment. Any new Short Code lease will require You to select and pre-pay the initial Selected Lease Term at the time of purchase for any Short Code You wish to enroll in the Monthly Billing Program. You can also choose to enroll any existing pre-paid Short Code into the Monthly Billing Program upon a renewal. If the existing Short Code lease expires prior to the issuance of the next monthly invoice, You will be required to pre-pay a lease term of one (1) month prior to the Short Code is placed in the Monthly Billing Program. You agree that enrollment of Your leased Short Codes in the Monthly Billing Program will occur after the initial Selected Lease Term is completed, is on a month-to-month basis, and such enrollment will automatically renew each month unless terminated in accordance with this Section 6. Upon enrollment, the Monthly Billing Payment Terms will supersede the Default Payment Terms in this Agreement in regard to the applicable Short Codes.

C. Short Code Renewal. Once any required initial Selected Lease Term is completed as defined in this Section 6, Your Short Code will automatically be renewed in the Monthly Billing Program for a renewal lease term of the same length as the previous lease term, and in accordance with the tenets set out in Section 4.A.

D. Short Code Removal and Monthly Billing Program Termination. You may remove a Short Code from the Monthly Billing Program or entirely terminate your participation in the Monthly Billing program by (i) paying in full all Fees due and payable under this Agreement applicable to that Short Code for the Selected Lease Term or Auto-Renew Lease Term then in effect; (ii) providing notice by emailing Foxie at support@foxie.com seven (7) calendar days prior to the end of the current calendar month; and (iii) paying the last monthly bill that includes the Short Code You want to be removed. When a Short Code is removed from the Monthly Billing Program, the Short Code lease will automatically terminate at the paid-through expiration date of the Short Code lease, unless You manually renew the Short Code lease. For the avoidance of doubt, You must maintain the Minimum at all times in order to participate in the Monthly Billing Program.

E. Payments. All Monthly Billing Program account payments are due monthly, in advance. Payments may be paid by credit card, debit card, or wire transfer/ACH. If You elect to pay by wire transfer/ACH, You must provide the wire transfer/ACH details upon Foxies’ request. In the event that a payment cannot be processed for any reason, You will be notified and will have seventy-two (72) hours to provide corrected payment information. If this occurs more than once, Foxie reserves the right to immediately terminate Your enrollment in the Monthly Billing Program. If You do not pay Your monthly bill on time (no later than 5 business days after the invoice due date) or You do not maintain the Minimum in Your account for more than two (2) consecutive months, then Your account will be dropped from the Monthly Billing Program. Any Short Code leases unenrolled from the Monthly Billing Program will be converted to pre-paid leases that will automatically terminate at the paid-through expiration date of the Short Code lease, unless You manually renew the Short Code lease.

F. Program Modifications. Foxie reserves the right to extend, modify or discontinue the Monthly Billing Program at any time, at its sole discretion. Any removal, modification, or termination of the Monthly Billing Program will not affect the then-current monthly term of any Short Codes enrolled in the Monthly Billing Program but will apply to all subsequent terms and to any new Short Codes You may lease.

7. Collections.

Foxie may take all remedies available to collect amounts owed by You under this Agreement. In the event that You dispute any amounts owed or take any action to initiate a credit card chargeback for any payment made, such action may result in the termination or suspension of Your Short Code lease until the dispute is resolved. At such time as the dispute has been resolved, depending on the outcome of the dispute, Your Short Code lease may be reinstated or canceled, at Foxies’ sole discretion. Additionally, You are also responsible for all taxes associated with any payments owed.

8. Acceptable Use Policy.

You will, at all times, strictly comply with the Acceptable Use Policy ("AUP"). Changes to the AUP will be posted on the Website and will become effective, thirty (30) days thereafter. The AUP applies to all Short Codes You have leased. Any violation of the AUP by You or by any party using Your leased Short Codes, will result in penalties that may include, but are not limited to, the suspension or termination of Your Short Code lease; or the inability to renew a Short Code lease or lease a new Short Code. In addition, a violation of the AUP with respect to a Short Code You have leased may result in penalties being levied against other Short Codes You have leased and/or may result in Participating Carriers restricting Your ability to use a leased Short Code. Your strict compliance with the AUP is a material term of this Agreement.

9. Right of Refusal.

Foxie reserves the right, in its sole discretion, to refuse to register any Random Short Code or Specified Short Code. YOU AGREE THAT EARNEST FEES UP TO $500 PER SHORT CODE PAID TO FOXIE ARE NON-REFUNDABLE. You agree that neither Foxie nor CTIA shall be liable for any losses or damages that may result from Foxie’s exercise of its right to refuse to lease any Short Code. You acknowledge and agree that neither Foxie nor CTIA shall be liable to You, or any other party, in connection with any claims, damages, losses, expenses, or costs incurred or suffered by You as a result of actions taken or not taken by Participating Carriers.

10. Activation.

LEASING A SHORT CODE IN NO WAY GUARANTEES YOU THE RIGHT TO SEND OR RECEIVE COMMUNICATIONS USING A SHORT CODE OR THE RIGHT TO USE A SHORT CODE IN ANY OTHER MANNER. IN ORDER TO ACTIVATE YOUR LEASED SHORT CODE, YOU MUST OBTAIN APPROVAL FROM EACH INDIVIDUAL PARTICIPATING CARRIER THROUGH WHICH YOU WOULD LIKE TO TRANSMIT CONTENT. THE TERMS AND CONDITIONS OF ALL SUCH ARRANGEMENTS WITH INDIVIDUAL PARTICIPATING CARRIERS ARE AT THE SOLE DISCRETION OF THAT PARTICIPATING CARRIER AND SHALL NOT IN ANY WAY INVOLVE FOXIE. IN ADDITION, FOXIE DOES NOT GUARANTY THAT YOU WILL BE ABLE TO RETAIN A SHORT CODE PAST THE THEN-CURRENT SELECTED LEASE TERM.

11. Assignment or Transfer of Your Short Code Lease.

You may transfer or assign Your Short Code lease if: (a) Your account is in good standing, (b) the party to which the lease is assigned agrees, in writing, to be bound by the terms of this Agreement, and (c) You provided written notice to Foxie of the assignment no later than five (5) business days following the date of the assignment, which notice shall identify the party to which the Short Code lease has been assigned and include a copy of documentation evidencing such assignment. You may also assign Your lease to an affiliate controlled by You; an affiliate controlled by the same entity that controls You; or in connection with the sale of all or substantially all of Your assets to a third party successor in interest, so long as the party to which the lease is assigned agrees, in writing, to be bound by the terms of this Agreement; and You provide Foxie with the documentation it deems necessary to evidence the assignment.

12. Privacy.

BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT THE PRIVACY POLICY OF FOXIE GENERALLY DESCRIBES THE COLLECTION AND USE OF PERSONAL INFORMATION AND APPLIES TO INFORMATION SUBMITTED TO FOXIE UNDER THIS AGREEMENT. In addition, Foxie will not use the information submitted by You in a way incompatible with the purposes of this Agreement. You represent and warrant that You have provided notice to, and obtained consent from, any third party whose information You supply to Foxie, or will supply in the future, as part of the Services with regard to (a) the purposes for which the third party information has been collected; (b) the intended recipients or categories of recipients of the third party information; (c) which parts of the third party information are obligatory and which parts, if any, are voluntary; and (d) how the third party can access and, if necessary, rectify the information held about them. Foxie and CTIA are not responsible for any consequences resulting from Your failure to provide notice, receive consent, or provide Verified Information about such individuals.

13. Disclosure of Information.

You consent to Foxie’s disclosure of Your Program Brief information; all information relating to Your Short Code lease; information about Your use of the Services; information about Your relationship with Foxie and CTIA; and any other information You provide ("Account Information"), to CTIA, Participating Carriers, or those acting on their behalf for the purpose of providing the Services. You further consent to the disclosure of Account Information to any governmental agency upon receipt of lawful process, upon lawful subpoena, in compliance with any law, and to protect the rights or property of Foxie, CTIA, Participating Carriers, or any of their customers or users. Foxie may also use Account Information in accordance with the Privacy Policy. Foxie may also access, use, and disclose Your Account Information to enforce or apply this Agreement; to initiate, render, bill, and collect for the Services; to protect its rights or property; or to protect users of the Services from fraudulent, abusive, or unlawful use of, the Services.

14. Representations.

You represent that (a) You intend to use and will use each leased Short Code for the purpose set forth in the Program Brief, in adherence with all the terms of this Agreement, and not for the purpose of blocking another party from using a Short Code; (b) neither Your registration, the manner in which You intend to use, or Your use of, a Short Code lease, will directly or indirectly infringe or violate the legal rights of a third party; (c) You have all requisite power and due authority to execute this Agreement and to perform Your obligations hereunder; (d) You will adhere to any and all laws, statutes, rules, and regulations pertaining to Your use of the Services, the lease of a Short Code, and Your performance of this Agreement, including without limitation laws related to intellectual property, defamation, and publicity; (e) You will not use a Short Code to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to a civil liability, or otherwise violate any local, state, federal or international law or regulation; (f) You will not use a Short Code to upload or otherwise transmit any content that You do not have a legal right to transmit, or in a way that interferes or infringes on the intellectual property rights of a party; (g) You will not interfere with the ability of other users to access or use the Services, disrupt the Services, servers, networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; (h) You will not claim a relationship with, or to, any individual, business, association, institution, or other organization for which You are not authorized to claim such a relationship, including but not limited to Foxie, CTIA, or Participating Carriers; (i) You will not misrepresent the Services, or make false or misleading statements about the Services, including without limitation, false statements that You are Foxie or Administrator; and (j) You will not reproduce, duplicate, copy, use, distribute, sell, resell, or otherwise exploit any portion of the Services for any commercial purpose.

BY LEASING A SHORT CODE, YOU HEREBY ACKNOWLEDGE THAT YOUR USE OF SUCH SHORT CODE IS AND SHALL REMAIN IN COMPLIANCE WITH THE ABOVE. YOUR SHORT CODE LEASE MAY BE SUBJECT TO TERMINATION IN THE EVENT THAT YOUR USE OF A SHORT CODE IS DETERMINED TO BE IN VIOLATION OF THIS AGREEMENT.

15. Reservation of Rights.

Foxie reserves the right but does not assume the obligation, to strictly enforce this Agreement by issuing warnings, suspending Services, or terminating Services, prior to actively investigating violations and prosecuting them in any court or other appropriate venue. In addition, Foxie reserves the right to deny, cancel, transfer, or otherwise make any Short Code that it deems necessary unavailable, in its sole discretion: (a) to protect the integrity and stability of the Services; (b) to comply with any applicable laws, government rules, policies or requirements, requests of law enforcement, or in compliance with any dispute resolution process; (c) to avoid any civil or criminal liability, on the part of Foxie, as well as its affiliates, subsidiaries, officers, directors, representatives, employees, and stockholders; (d) for violations of any agreement between Foxie and any third party related to the Services; and (e) to correct mistakes made by Foxie, in connection with a Short Code lease.

16. Ownership.

You acknowledge that all right, title, and interest in and to the database of Short Codes, each Short Code individually, the underlying technology used in connection with the Services, the Short Code directory, and all software, material, information, communications, text, graphics, links, electronic art, animations, audio, video, photos, and other data (collectively, "Intellectual Property") available within the Services are the exclusive property of either Foxie or, in some instances, of licensors and/or third-party providers from whom Foxie has obtained a license to use their Intellectual Property. You acknowledge that although You have a lease to use a Short Code during a Selected Lease Term, You have no proprietary ownership interest in any leased Short Code. You agree that You will not take any action that would cause You to acquire any trademark, trade name, or trade dress rights in any Short Code or the Services. You acknowledge and agree that the Program Brief does not confer immunity from objection to either the registration or use of any Short Code by a third party. Neither Foxie, CTIA, or any Participating Carrier is responsible in any way for any conflict or dispute with or without any actual or threatened claim against You relating to a Short Code, including without limitation a claim that any use of a Short Code interferes with or infringes on a registered or unregistered trademark, trade name, service mark, or other rights relating to a name or other identifying indicia of a third party, or any other intellectual property rights or proprietary rights (including without limitation rights of publicity) of a third party relating to the defamation or interference with the right of privacy of any third party. Except as expressly authorized by Foxie, or as may be posted on the Services, You may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit, compile, or collect in a database, or in any manner, commercially exploit any part of the Intellectual Property, or the Services, in whole or in part. You may not store any significant portion of any Intellectual Property, or the Services, owned by, or licensed to Foxie, in any form, whether archival files, computer-readable files, or any other medium. You also may not "mirror" any Intellectual Property, or the Services, on any server.

17. Links.

The Website may include links that lead to Websites owned by independent third parties (“Third Party Websites”). For the avoidance of doubt, Foxie does not have control over Third Party Websites and is not responsible for their accessibility via the Internet. Foxie does not endorse products, services, or information provided by Third Party Websites. Foxie shall not be responsible or liable, directly or indirectly, for any damage or loss caused by, alleged to be caused by, or in connection with, the use of, or reliance on, any content, goods, or services available on or through Third Party Websites. Further, the inclusion of these links does not imply that any Third Party Websites have given permission for the inclusion of these links, or that there is any relationship between Foxie and any Third Party Websites.

18. Trademark Notice; Use of Name and Logos.

CTIA, CTIA logos, Foxie, Foxie logos, their taglines, and the look, feel, and trade dress of the Services are the exclusive trademarks, service marks, trade dress, and logos of CTIA or Foxie, as the case may be. All other trademarks, service marks, trade dress, and logos used on the Services are the trademarks, service marks, trade dress, and logos, of their respective owners. You authorize Foxie and CTIA to use Your name and logo to identify You as a customer in its press releases and other materials, so long as Foxie and CTIA follow Your trademark use guidelines.

19. Designated Agent.

The Digital Millennium Copyright Act, signed into law on October 28, 1998, amended the copyright laws to provide limitations for service provider liability relating to material online. In compliance with such Act, Foxie has an agent designated to receive notice of alleged copyright infringements contained in the Services (“Designated Agent”). All inquiries regarding alleged copyright infringement in the Services should be sent to the Designated Agent at: Foxie Holdings, LLC, Attention: Legal Department, 3104 E. Camelback Rd. #562 Phoenix, AZ 85016, or by email to legal@Foxie.com.

20. Local Laws; Export Control.

Foxie controls and operates the Services from its headquarters in the USA, and makes no representation that the Services are appropriate or available for use in other locations. If You use the Services from other locations, You are responsible for compliance with applicable local laws, including, but not limited to, export and import regulations of other countries. Unless otherwise explicitly stated, all marketing or promotional materials that are part of the Services are solely directed to individuals, companies, or other entities located in the USA.

21. Disclaimer of Warranty, Limitation of Liability.

YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE AND A SHORT CODE ARE AT YOUR OWN RISK. NEITHER FOXIE, CTIA, OR ANY OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS, OR AGENTS (COLLECTIVELY REFERRED TO AS “COVERED PARTIES”) WARRANT THAT THE SERVICES OR A SHORT CODE WILL BE UNINTERRUPTED OR ERROR-FREE. THE COVERED PARTIES MAKE NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR A SHORT CODE, OR TO THE ACCURACY, RELIABILITY, OR CONTENT WITHIN THE SERVICES. THE SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TESTING AND APPROVAL OF A PROGRAM BRIEF DOES NOT ENSURE THAT IT WILL RUN WITHOUT ERROR OR THAT IT WILL NOT OTHERWISE CAUSE HARM TO YOU, YOUR CUSTOMERS, END USERS, OR PARTICIPATING CARRIERS. IN NO EVENT WILL THE COVERED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF YOUR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR A SHORT CODE, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, INACCURATELY ENTERED DATA, UNAUTHORIZED USE, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO INSTITUTIONS RECORDS, PROGRAMS, OR SERVICES. YOU AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. IN NO EVENT SHALL THE COVERED PARTIES BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING THE NUMBER OF PAYMENTS MADE BY YOU FOR A SHORT CODE LEASE. THIS PROVISION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

22. Indemnification.

You agree to indemnify, defend, and hold harmless Foxie, CTIA, Participating Carriers, and all of their respective parents, subsidiaries, shareholders, members, officers, directors, employees, affiliates, and agents (each an "Indemnified Party") from any claim or demand, including reasonable attorney's fees, made by any third party due to, arising out of, or relating to Your (or an authorized party on your behalf) (a) breach of the warranties, representations, and obligations under this Agreement; (b) use or nonuse of the Services or a Short Code; (c) violation of any intellectual property or other proprietary rights (including without limitation the right of publicity), or right of privacy of any person or entity; (d) use of any content transmitted or received through a Short Code; (e) failure, or the inability of any end user to send or receive communications through Your Short Code; (f) violation of any operating rules or policies relating to any service(s) provided under this Agreement; or (g) provision of information to Foxie, including, without limitation, any misrepresentation in Your Program Brief . When an Indemnified Party is threatened with suit, or sued by a third party, the Indemnified Party may seek written assurances from You concerning Your promise to indemnify the Indemnified Party. Your failure to provide those assurances may be considered a material breach of this Agreement. The Indemnified Party shall have the right to participate in any defense by You of a third-party claim related to Your use of any Short Code or this Service, with counsel of its choice, at its own expense. The Indemnified Party shall reasonably cooperate in the defense at Your request and expense. You shall have sole responsibility to defend the Indemnified Party against any claim, but You must receive the Indemnified Party's prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or expiration of this Agreement.

23. Termination.

A. By You. You may discontinue Your participation in and access to the Services, for any reason, or as otherwise provided in this Agreement, upon at least thirty (30) days written notice to Foxie. This Agreement will continue to apply to Your past use of the Services, even if You are no longer using the Services.

B. By Foxie. Foxie may terminate this Agreement, any part of the Services, or Your Short Code lease, in its sole discretion (i) in the event You breach any obligation under this Agreement; (ii) You fail to respond to an inquiry from Foxie, within ten (10) calendar days, concerning the accuracy or completeness of Your Program Brief information; (iii) if You have violated the AUP or any policy of Foxie; (iv) pending a dispute regarding Your leased Short Code with Foxie or a third party; (v) if Foxie receives a court order or arbitration award requiring Foxie to delete, transfer, or modify a Short Code; (vi) if You fail to provide Verified Information; or (vii) if any Participating Carrier terminates Your use of a Short Code, for any reason.

C. Effect of Termination. Unless otherwise specified in writing by Foxie, You will not receive a refund for any amounts paid, as of the date of termination. If termination of this Agreement is due to a default by You, You shall bear all costs of such termination, including any reasonable costs Foxie incurs in closing Your account. You agree to pay any and all costs incurred by Foxie in enforcing Your compliance with this Agreement. You also agree that upon termination or expiration of Your account for any reason, Foxie may delete all Your Account Information.

24. Arbitration.

Other than proceedings resulting from an indemnification obligation, any dispute, controversy, or claim between You and Foxie, CTIA, and/or Participating Carriers (and any of their respective parents, subsidiaries, shareholders, members, officers, directors, employees, affiliates, subcontractors or agents) arising out of or relating to this Agreement, the breach, termination, non-renewal of this Agreement or any Short Code lease, a refusal to grant new Short Codes, or the validity of this Agreement, shall be finally settled by binding arbitration on an individual basis. The arbitration shall be conducted in accordance with the American Arbitration Association's ("AAA") Commercial Arbitration Rules. Judgment upon the award of the arbitrator may be entered by any court of competent jurisdiction over the parties on the subject matter of this Agreement. The place of arbitration shall be the County of Maricopa, Arizona, USA. The language of the arbitration shall be English. Except as precluded by the United Nations Convention on the Recognition and Enforcements of Foreign Arbitral Awards, the internal procedural and substantive laws of Arizona, and the United States Federal Arbitration Act shall govern all questions of arbitral procedure, arbitral review, the scope of arbitral authority, and arbitral enforcement. The parties agree that the award of the arbitrator shall be the sole and exclusive remedy between them regarding any claims, counterclaims, issues, or accountings presented or pled to the arbitrator; that the award shall be made and shall be promptly payable in United States dollars, free of any tax, deduction, or offset; and that any costs, fees, or taxes necessary to enforce the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement.

THE PARTIES AGREE THAT ANY DISPUTE WILL BE ARBITRATED ON AN INDIVIDUAL BASIS. CLASS, REPRESENTATIVE, AND PRIVATE ATTORNEY GENERAL ARBITRATIONS AND ACTIONS ARE NOT PERMITTED. A party may bring claims against another party only in that party's individual capacity and may not participate as a class member or serve as a named plaintiff in any purported class, representative, or private attorney general proceeding. This Arbitration Provision does not permit and explicitly prohibits the arbitration of consolidated, class, or representative disputes of any form. In addition, although the arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other parties, no party may seek, nor may the arbitrator award, non-individualized relief that would affect other parties. Further, the arbitrator may not consolidate or join more than one person's claims unless all parties affirmatively agree in writing.

If any of the prohibitions in the preceding paragraph are held to be unenforceable as to a particular claim, then that claim (and only that claim) must be severed from the arbitration and brought to court. Unless applicable law would preclude enforcement of this limitations period, no claim may be submitted by a party to arbitration in accordance with this Section 25 unless notified by the other party within one (1) year of the date on which the submitting party first knew or should have known of the existence of the facts indicating the existence of such dispute. In any dispute relating to the suspension, termination, non-renewal, or denial of a Program Brief due to an allegation that there has been a violation of the AUP, or failure to provide Verified Information, the Applicant must, prior to bringing an arbitration under this Section 25, complete the dispute resolution process offered by the CTIA and its partners, as set forth in the AUP.

25. Force Majeure.

Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption, or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, an act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott (each a “Force Majeure Event”). However, the party relying upon this Section 25 must promptly give the other party written notice thereof, no later than five (5) days after discovery of the Force Majeure Event, and (b) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the Force Majeure Event upon which such notice is based. In the event that a Force Majeure Event extends for a period in excess of thirty (30) days in the aggregate, Foxie may immediately terminate this Agreement.

26. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to conflicts of law principles. Any matters in dispute will be determined in accordance with the law of the State of Arizona, without reference to the Convention on Contracts for the International Sale of Goods. The venue for any lawsuits shall be located in the County of Maricopa, in the State of Arizona.

27. Assignment of Agreement.

Except as otherwise set forth in Section 11 herein, Your rights under this Agreement are not assignable or transferable. Any attempt by Your creditors to obtain an interest in Your rights under this Agreement, whether by attachment, levy, garnishment, or otherwise, renders this Agreement voidable at Foxie's option. This Agreement shall inure to the benefit of, and be binding upon, Foxie's successors and assigns.

28. Severability.

In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law, or be so held by an applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of the parties within the limits of applicable law or applicable court decision.

29. Waiver.

No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of Foxie. The failure of a party, at any time, or from time to time, to require performance of any obligations of the other party hereunder shall not affect its right to enforce any provision of this Agreement at a subsequent time. The waiver of any rights arising out of any breach of this Agreement, shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.

30. Entire Agreement.

Except as otherwise set forth in this Agreement, this Agreement completely and exclusively states the agreement of the parties regarding the subject matter herein and supersedes all prior agreements and understandings, whether written or oral, with respect to the subject matter of this Agreement.

SCHEDULE “A”

PAYMENT TERMS

For the initial Selected Lease Term of a Short Code Lease, the Fees shall be due and payable as follows:

For any Random Short Code:

• The amount of FIVE HUNDRED and NO/100 DOLLARS ($500.00) non-refundable earnest money per Random Short Code upon Your request to Foxie to start the provisioning process for one or more Random Short Code(s) (the “Deposit”). Deposit will apply to Selected Lease Term upon acceptance by Foxie of the initial Program Brief and lease of Short Code;
• The amount of FIVE HUNDRED and NO/100 DOLLARS ($500.00) per Random Short Code for each month of the Selected Lease Term less the Deposit prior to the lease of the Short Code and submission of the Program Brief by Foxie to the Participating Carriers. By way of example, the amount payable for a three (3) month Selected Lease Term for a single Random Short Code would be $1,000.00 (($500.00 x 3) - $500.00); and
• The amount of FIVE HUNDRED and NO/100 DOLLARS ($500.00) per Random Short Code for each month of the Selected Lease Term upon approval of the Program Brief by the Participating Carriers and receipt of authorization to proceed with use of the Short Code(s). By way of example, the amount payable for a three (3) month Selected Lease Term for a single Short Code would be $1,500.00 ($500.00 x 3).

For any Specified Short Code:

• The amount of ONE THOUSAND and NO/100 DOLLARS ($1,000.00) non-refundable earnest money per Specified Short Code upon Your request to Foxie to start the provisioning process for one or more Specified Short Code(s) (the “Deposit”). Deposit will apply to Selected Lease Term upon acceptance by Foxie of the initial Program Brief and lease of Short Code;
• The amount of ONE THOUSAND and NO/100 DOLLARS ($1,000.00) per Specified Short Code for each month of the Selected Lease Term less the Deposit prior to the lease of the Short Code and submission of the Program Brief by Foxie to the Participating Carriers. By way of example, the amount payable for a three (3) month Selected Lease Term for a single Specified Short Code would be $2,000.00 (($1,000.00 x 3) - $1,000.00); and
• The amount of FIVE HUNDRED and NO/100 DOLLARS ($500.00) per Specified Short Code for each month of the Selected Lease Term upon approval of the Program Brief by the Participating Carriers and receipt of authorization to proceed with use of the Short Code(s). By way of example, the amount payable for a three (3) month Selected Lease Term for a single Short Code would be $1,500.00 ($500.00 x 3).

Foxie shall charge the Fees against Your Credit Card as such Fees become due and payable as set forth above. All Fees payable hereunder shall be deemed earned by Foxie and shall become immediately non-refundable to You upon payment to Foxie. The Fees are subject to change at any time by Foxie, in its sole discretion. Notwithstanding the foregoing, the Fees in effect at the time of Your submission of a Program Brief to lease a Short Code, or renewal of a Short Code lease, will remain in effect with respect to such Short Code lease for the Selected Lease Term or the Selected Renewal Lease Term, as the case may be.