Addendum for Services Provided via Client’s Platform or Instance

This Addendum for Services Provided via Client’s Platform or Instance (this “Addendum”) a part of the Agreement between Lirio and the Client and is entered into by the Parties as of the Effective Date of the Agreement. All capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Agreement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.1    SERVICES

During the Term, to the extent Client engages Lirio to provide the Services through, integrated with or via Client’s platform or instance, as set forth in a Scope of Work and/or an Order Form, the following shall apply:
  1. Content / Email and Texting List Practices. Client shall be solely responsible for (a) handling all inquiries, complaints or other communications of any type or nature related to the Services, whether from Client’s Recipients or third parties, such as government regulatory agencies or ISPs; and (b) providing (either directly or through designated partners) accurate and complete Client Materials.
  2. Unsubscribes and Opt-Outs. Client shall promptly notify Lirio in writing in the event Consent is revoked by a Recipient (which may include, but shall not be limited to, a Recipient opting-out of a text message, MMS or sending an ‘unsubscribe request’ in response to an email message) for the Services. Client shall promptly notify Lirio in writing within at least twenty-four (24) hours in the event Consent is revoked by the Recipient. Client shall indemnify, defend, and hold Lirio harmless from and against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any claim, action, suit or proceeding brought by a third party against Lirio alleging a breach of this Section; provided, that Lirio gives Client sole control of the defense and settlement of the third-party claim (provided that Client shall not settle any third-party claim unless it unconditionally releases Lirio of all liability).
  3. Internet Service Providers’ and Carriers’ Role. Client shall follow the email messaging standards and practices that are promulgated by the leading Internet Service Providers (“ISPs”) and third party provider(s) of telecommunication services, over-the-top messaging, systems or networks (“Carriers”). Client acknowledges and agrees that failure to follow such practices may lead to Client being blocked or ‘blacklisted’ by such ISPs, Carriers or other leading companies overseeing such messaging practices.  Client further acknowledges and agrees that the result of a blocking or blacklisting Client may impact Lirio’s delivery of email messaging, text messaging (SMS), and/or multi-media messaging (MMS) services hereunder. If Client is blocked or blacklisted, Lirio will provide Client with notice of such classification, and Lirio reserves the right to suspend further email messaging, text messaging (SMS), and/or multi-media messaging (MMS) services deployment, without liability to Lirio, until such matter is satisfactorily resolved in Lirio’s sole discretion.  Upon Client’s request, Lirio will assist Client, at the hourly rates set forth in the applicable Scope of Work, Order Form or Change Order, in the correction, resolution and prevention of this type of matter. Lirio does not guarantee removal from blocked blacklisted status.