Chaymber Service Terms

These Service Terms are incorporated by reference into the Chaymber Service Agreement between Chaymber LLC (“Chaymber” or “Provider”) and the customer identified in that Agreement (“Customer”). They supplement the signed Agreement. Where the signed Agreement and these Service Terms conflict, the signed Agreement controls.

Provisions in Sections 3, 4 and 5 below apply only where the Customer has elected the corresponding option in the signed Agreement. A Customer that has not elected the White-Label App, Custom Branding, or SMS Messaging is not subject to those sections.

1. Definitions

Admin means an employee of Customer that accesses the Admin System as a designated administrator.

Admin System means the web-based interface provided by Chaymber for Admins.

Carrier Rules means the requirements, policies, and industry standards of mobile carriers and registries governing A2P 10DLC messaging, including those of The Campaign Registry and CTIA, as amended from time to time.

Chaymber Platform means Chaymber’s end-user mobile application for End Users.

Customer Data means any data, information, or material provided or submitted by Customer or its End Users to the Service.

End User means an individual member of Customer’s chamber of commerce who accesses the Service via the Chaymber Platform.

Messaging means SMS and MMS text messages sent by Customer through the Service via A2P 10DLC routes.

Personal Data means information relating to an identified or identifiable natural person, as defined under applicable privacy laws.

Security Incident means a confirmed unauthorized access to, acquisition of, disclosure of, or destruction of Customer Data in Chaymber’s possession or control. Unsuccessful access attempts, failed logins, port scans, denial-of-service attempts, and similar events that do not result in unauthorized access to Customer Data are not Security Incidents.

Service means the Admin System, the Chaymber Platform, and all support services provided to Customer by Chaymber, including all related features, functionality and documentation.

Subprocessor means a third party engaged by Chaymber that processes Customer Data or Personal Data in the course of providing the Service.

TCPA means the Telephone Consumer Protection Act, 47 U.S.C. § 227, together with its implementing regulations and any successor laws.

Terms defined in the signed Agreement have the same meaning here.

2. Use Restrictions

Customer will not, and will not permit its Admins or End Users to:

• Copy the Service except as expressly permitted by the Agreement;
• Modify, translate, adapt, or create derivative works or improvements of the Service;
• Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Service or any part of it;
• Remove, delete, alter, or obscure any trademark, copyright, patent, or other intellectual property or proprietary rights notice from the Service or any copy of it;
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Service or any of its features or functionality available to any third party for any reason, including by distributing or failing to keep secure account credentials belonging to an assigned Admin; or
• Remove, disable, circumvent, or create any workaround to any copy protection, rights management, or security feature in or protecting the Service.

Admins access the Admin System via a web browser. End Users access the Service via the Chaymber Platform. Use of the Chaymber Platform is subject to Chaymber’s Terms of Use, and Chaymber may remove End Users who do not comply with them.

3. White-Label Application

Applies only where Customer has elected the White-Label App option.

Publishing. The white-labeled application is published under Chaymber’s Apple and Google developer accounts. Chaymber is the developer of record and is responsible for store submission, review responses, and ongoing compliance with platform policies.

Attribution. The application will carry a “Powered by Chaymber” attribution in a location determined by Chaymber.

Brand license. Customer grants Chaymber a non-exclusive, royalty-free license to use Customer’s name, logo, and marks solely to build, brand, publish, and maintain the application during the term.

Store assets remain Chaymber’s. The store listing, its accumulated ratings and reviews, and the bundle identifier are and remain the property of Chaymber.

Effect of termination. On expiration or termination, Chaymber will unpublish the application within thirty (30) days.

Platform changes. Chaymber is not liable for changes to Apple or Google platform policies, review outcomes, or store availability, or for any disruption arising from them.

Customization scope. Customization is limited to branding, configuration, and content within the existing product. Custom feature development is not included and requires a separate written agreement.

4. Custom Branding

Applies only where Customer has elected the Custom Branding option.

Customer will supply logo files, brand colors, and any other assets Chaymber reasonably requests. Chaymber will provide two (2) rounds of revisions. Customer feedback is due within seven (7) business days of each delivery; feedback not provided within that window is deemed accepted. Work beyond the agreed scope requires a separate written agreement and additional fees. The custom branding fee is non-refundable. Customer grants Chaymber a license to use the supplied assets for the purpose of performing the work.

5. Messaging and A2P 10DLC Requirements

Applies only where Customer has enabled SMS Messaging.

These provisions supplement and, where inconsistent, control over the general provisions of the Agreement with respect to Messaging.

5.1 Platform-only relationship

Customer bears sole responsibility for the design and operation of every Messaging program it operates through the Service, including selection of recipients, drafting of message content, timing and frequency of sends, collection and documentation of consent, and processing of opt-out requests. Chaymber’s role is limited to providing and maintaining the software and technical infrastructure that transmits Messaging to third-party mobile carriers. Chaymber does not author Customer’s message content, curate recipient lists, determine send timing, or supervise Customer’s consent practices.

5.2 Compliance obligations

Customer is solely responsible for complying with all laws, regulations, and industry rules applicable to its use of the Messaging functionality, including the TCPA; state telephone solicitation statutes, including the Florida Telephone Solicitation Act and the Oklahoma Telephone Solicitation Act; the CAN-SPAM Act, 15 U.S.C. § 7701 et seq.; Federal Trade Commission rules and guidance regarding commercial communications; applicable federal and state privacy laws; consumer protection laws; and Carrier Rules.

5.3 Consent representations

Customer represents, warrants, and covenants throughout the term that:

• It has obtained and will maintain all consents required by applicable law for each End User whose phone number is used to send Messaging through the Service, including express consent or express written consent where required;
• It will maintain complete and verifiable records of each End User’s consent, including the date, method, and content of consent, for the full retention period required by applicable law, and will produce those records to Chaymber on reasonable request;
• It will honor opt-out and unsubscribe requests immediately on receipt and will not send further Messaging to any End User who has revoked consent, other than a single confirmation of opt-out where required or permitted by law;
• It has not used and will not use rented, purchased, harvested, scraped, or otherwise obtained third-party phone number lists to send Messaging through the Service;
• All information it submits, or authorizes Chaymber to submit on its behalf, for A2P 10DLC brand and campaign registration is truthful, accurate, and complete; and
• It has published and will maintain a privacy policy and terms of service on its public-facing website that satisfy applicable legal requirements for the Messaging functionality, including all required SMS disclosures.

5.4 A2P 10DLC registration

Customer is responsible for accurate brand and campaign registration under A2P 10DLC requirements. Chaymber will facilitate the technical submission of registration information to the applicable registries and carriers on Customer’s behalf, but does not warrant that any registration will be accepted and is not responsible for the outcome of any registration review or subsequent registry action. Customer will provide all business information required for brand registration, including a valid EIN, business address, industry classification, and authorized contact information, and will promptly update that information if it changes.

5.5 Consent disclosures at point of opt-in

At every point of SMS opt-in, Customer will display consent language that identifies Customer by legal or trade name; discloses that message and data rates may apply; discloses expected message frequency; provides opt-out instructions; provides help instructions; and links to Customer’s current privacy policy and terms of service.

5.6 Prohibited content and conduct

Customer will not use the Messaging functionality to send messages containing content prohibited by Carrier Rules, including content related to sex, hate, violence, alcohol, firearms, tobacco, cannabis, controlled substances, gambling, high-risk financial services, or third-party debt collection, except in strict compliance with all applicable Carrier Rules and law.

Customer will not use the Messaging functionality to:

• Send spam, unsolicited communications, deceptive messages, phishing content, or fraudulent messages;
• Send content that is unlawful, harassing, threatening, defamatory, or obscene;
• Circumvent carrier filtering, A2P 10DLC requirements, or Carrier Rules, including through number rotation, irregular sending patterns designed to evade filtering, or unauthorized routing; or
• Use misleading sender information or conceal Customer’s identity as sender.

5.7 No guarantee of delivery

Chaymber does not guarantee delivery of any Messaging. Delivery depends on numerous factors outside Chaymber’s control, including carrier filtering, throttling, and blocking. Chaymber is not liable for delayed, undelivered, filtered, blocked, or misdirected Messaging, and carriers are not liable for delayed or undelivered messages. The service level commitment in Section 6 does not apply to Messaging delivery.

5.8 Suspension of Messaging

In addition to Chaymber’s other suspension rights, Chaymber may suspend Customer’s access to the Messaging functionality immediately and without advance notice if Chaymber reasonably believes that Customer has violated this Section; that Customer’s Messaging has generated carrier complaints, elevated opt-out rates, or spam classifications; that Customer’s A2P 10DLC brand or campaign registration has been rejected, revoked, suspended, or challenged; that a carrier or registry has directed or requested suspension; or that Customer’s Messaging exposes Chaymber to regulatory inquiry, carrier action, or third-party legal claim.

Chaymber will use commercially reasonable efforts to notify Customer of any suspension and to work with Customer to resolve the underlying issue. Suspension of Messaging does not by itself suspend access to the remainder of the Service, and Chaymber is not liable for losses arising from a suspension imposed under this Section.

5.9 Messaging data

Where Customer uses the Messaging functionality, Chaymber processes the following categories of Personal Data solely to transmit messages at Customer’s direction: member phone numbers, names, message content, delivery timestamps, opt-out status, and related messaging metadata. Chaymber will not use that data for any purpose other than providing the Service and complying with applicable law.

6. Service Levels and Support

Uptime. Chaymber targets 99.5% uptime for the Service.

Downtime. Downtime means the Service is not accessible to Admins or End Users as a direct result of an issue with the applicable platform, and not as a result of a failure by any third-party service.

Maintenance. Chaymber will endeavor to schedule routine maintenance during off-peak hours and to provide reasonable advance notice.

Remedies. If Chaymber fails to meet the uptime target in a given month, Customer will receive a credit against the next invoice, calculated as a percentage of the monthly fee tied to the duration of the downtime.

Support. Support for the Admin System is available by email, with responses generally provided within 24 business hours. Scheduled calls with an Account Manager are available and are arranged by email. Critical issues are prioritized for faster resolution.

7. Security Safeguards and Subprocessors

Safeguards. Chaymber maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, integrity, and availability of Customer Data, appropriate to the nature of the data and to the size and complexity of Chaymber’s business. These include encryption of Customer Data in transit using industry-standard protocols and encryption at rest; role-based access controls limiting access to personnel with a business need, using individually assigned credentials and multi-factor authentication for administrative access; logging of administrative access to production systems containing Customer Data; regular backups with documented restoration procedures; written internal security policies; and confidentiality obligations binding on all personnel and contractors with access to Customer Data.

Subprocessors. Chaymber may engage Subprocessors to provide the Service, including cloud infrastructure providers, messaging carriers and aggregators, and engineering and support contractors, including contractors located outside the United States. Chaymber imposes data protection and confidentiality obligations on each Subprocessor no less protective than those in the Agreement and these Service Terms, and remains responsible for the acts and omissions of its Subprocessors with respect to Customer Data to the same extent as for its own. Chaymber maintains a current list of Subprocessors that process Customer Data and will make it available on written request. Chaymber will provide at least thirty (30) days’ notice before adding a new category of Subprocessor with access to Customer Data.

Security incident cost allocation. Where a Security Incident results from Chaymber’s breach of the Agreement, negligence, or willful misconduct, Chaymber bears its reasonable costs of investigation, remediation, and legally required notifications attributable to that incident. Where a Security Incident results from compromise of Customer-controlled credentials or Customer’s failure to deprovision personnel who no longer require access, Customer bears the reasonable costs attributable to that cause.

8. Confidentiality Exclusions

Confidential Information means any non-public information, whether oral, written, or visual, disclosed by one party to the other that is designated as confidential or that by its nature would reasonably be understood to be confidential, including trade secrets, business plans, financial information, customer lists, technical data, product designs, and the terms of the Agreement.

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party;
• Was known to the receiving party before disclosure without restriction on use or disclosure;
• Is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or
• Is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.

9. General Provisions

Assignment. Neither party may assign or transfer any of its rights or obligations under the Agreement without the prior written consent of the other, which will not be unreasonably withheld or delayed. Either party may assign the Agreement in its entirety, without consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.

Force majeure. Neither party is liable for any failure or delay in performing its obligations to the extent caused by an event beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, flood, accident, epidemic, pandemic, or strike. The affected party will provide prompt notice and use commercially reasonable efforts to mitigate.

Notices. All notices must be in writing and addressed to the parties at the addresses set out in the Agreement, or to any other address a party designates in accordance with this section. Notices may be delivered by personal delivery, nationally recognized overnight courier with fees prepaid, or email. Notices to Chaymber may be sent to support@chaymber.com. A notice is effective on receipt and only if the party giving it has complied with this section.

Severability. If any term or provision of the Agreement or these Service Terms is found invalid, illegal, or unenforceable in any jurisdiction, that finding does not affect any other term or provision, or invalidate or render unenforceable that term or provision in any other jurisdiction.

Relationship of the parties. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.

10. Changes to These Service Terms

Chaymber may update these Service Terms. Chaymber will provide Customer sixty (60) days’ written notice by email of material changes and thirty (30) days’ notice of non-material changes, including clarifications, corrections, and updates required by applicable law. Continued use of the Service after the applicable notice period constitutes acceptance. If Customer objects to a material change, Customer may terminate the Agreement within the notice period without penalty.

Prior versions of these Service Terms are available on request.

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