This binding addendum (this “Addendum”) is between Community.com, Inc. (“Community”) and Customer and supplements the Community Customer Terms or the Platform Terms (the “Agreement”) between Community and Customer. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to supplement and amend the Agreement as follows:
1. Data Imports; License
Subject to Community’s then-current data import functionality and policies (including, without limitation, Community’s requirements regarding form and formatting of imported data), Community will ingest certain data, information and other materials uploaded, transmitted or otherwise provided to or through the Service by Customer and/or its Community Leaders, including without limitation pre-collected telephone numbers (collectively, “Data Imports”) so as to permit Community Leaders to send messages via Community Numbers solely to individuals residing in the United States and Canada (and other Territories as may be added by Community from time to time, if any). Customer hereby grants to Community a non-exclusive license to host, copy, process, use, transmit and disclose all Data Imports as necessary to perform its obligations and exercise its rights under this Addendum and the Agreement.
2. Representations and Warranties
Customer, for itself and on behalf of its Community Leaders and Authorized Users, represents, warrants, and covenants that: (a) it owns or otherwise has all necessary rights to the Data Imports to grant to Community all rights and licenses set forth herein; (b) Community’s ingestion and use of Data Imports on or through the Service does not and will not violate Applicable Law, the AUP, or the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or other rights of any person or entity; (c) Customer/Community Leaders will not upload or otherwise provide any Data Imports to the Service that contain any Restricted Data; (d) the upload, posting or other submission of Data Imports to the Service does not and will not result in a breach of contract between Customer/Community Leaders and any third party; (e) Customer/Community Leaders will not knowingly collect personally identifiable information from children under thirteen (13) in connection with Data Imports and/or the Service; and (f) when using the Service to send messages, Customer will, and will cause Community Leaders and Authorized Users to: (i) comply and maintain appropriate records to demonstrate its compliance with all Applicable Laws and the AUP; (ii) ensure the content of all messages complies with Applicable Laws and the AUP; (iii) send messages only to individuals from whom Customer has obtained all necessary and legally required consent to do so in accordance with its obligations under Applicable Laws; (iv) promptly notify Community of all requests made by individuals to stop receiving messages from Community on behalf of Customer; and (v) verify any previously collected Data Imports have been collected in accordance with Applicable Laws. Customer’s responsibilities as set forth in this Section 2 and the Agreement will remain the sole responsibility and liability of Customer notwithstanding that Community may offer templates, advice, guidance or suggestions relating to any of the matters that are Customer’s responsibility and notwithstanding that Community may be engaged to provide services related to such responsibilities of Customer.
3. Indemnification
Customer will indemnify, defend and hold Community, its affiliates, and their respective directors, officers, employees, agents, successors, and assigns (each, a “Community Indemnitee”) harmless from and against any losses, damages, liabilities, debts, and expenses, including reasonable attorneys’ and experts’ fees that may be incurred by a Community Indemnitee in relation to any demand, suit, cause of action or governmental/regulatory inquiry/proceeding arising from or relating to any (a) use of the Service by Customer or any Community Leaders, Authorized User or Community Leader in violation of this Addendum, the Agreement, Applicable Laws or the AUP; (b) breach Customer’s representations, warranties or covenants contained herein; (c) Data Imports uploaded, transmitted or otherwise provided to the Service and/or Community’s use thereof in the exercise of its rights or performance of its obligations hereunder; or (d) allegation that Customer, a Community Leader or Authorized User used the Service, or otherwise caused Community, to send messages in violation of any Applicable Laws. Customer may not enter into any settlement on a Community Indemnitee’s behalf without the Community Indemnitee’s prior written consent. Each Community Indemnitee shall have the right to employ separate counsel and participate in its defense at its sole expense.
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