TERMS FOR END USERS (Message Recipients)

This part covers how you opt in, what you may receive, message frequency, message and data rates, how to get help, and how to stop messages at any time. The General Terms below apply to everyone who uses or receives messages through the Service, including you, except where they say otherwise. One place they say otherwise: General Terms, Section 10 (Arbitration; Class Action Waiver) applies only to account holders and does not apply to you solely because you receive, or fail to receive, a message or call.

1. Prior Express Written Consent

By subscribing to an SMS or voice program through Connext, you are providing your prior express written consent to receive recurring automated text messages and/or autodialed or prerecorded voice calls from the applicable Group Administrator via the Connext platform. This consent is specific to the program, organization, and communication channel you opted into. Your consent is not transferable and does not authorize any other organization or program to contact you. Consent may be given by:

• Checking a consent checkbox on a sign-up form that clearly discloses the SMS and/or voice program
• Sending an opt-in keyword via SMS to a designated number after receiving a clear call-to-action
• Verbally agreeing during a call when a clear disclosure is provided and the Group Administrator documents that agreement
• Any other method that constitutes prior express written consent under the TCPA

You understand that agreeing to receive messages or calls is not a condition of purchasing any goods or services.

2. Types of Communications You May Receive

By subscribing to a program through Connext, you may receive communications that include:

• Account notifications and updates (SMS or voice)
• Transaction confirmations or alerts (SMS or voice)
• Promotional offers, discounts, or marketing content (SMS or voice)
• Customer service messages and callbacks (SMS or voice)
• Appointment or event reminders (SMS or voice)
• Informational and community updates (SMS or voice)
• Automated or prerecorded voice calls as permitted by your consent

Communication type and content will vary depending on your relationship with the Group Administrator and the consent you provided.

3. Message and Call Frequency

Message and call frequency depends on the specific group(s) you join. Each group sets its own schedule based on its purpose and needs, and Connext does not set, control, or verify any group's frequency. Group Administrators are required by these Terms to disclose their expected SMS and voice contact frequency before you join. You may be subscribed to multiple groups, and each group's communications count independently. To learn a specific group's frequency, contact that group's administrator.

4. Message and Data Rates

Message and data rates may apply to SMS communications. Standard carrier message and data rates may be charged by your wireless carrier. Standard call rates may apply to voice communications. Contact your wireless or phone provider for details. Connext is not responsible for any charges incurred through your carrier.

5. How to Get Help

For SMS help, reply HELP or INFO to any message. For voice program help, contact support@connext.ms. A response with program information and support contact details will be provided.

6. Opt-Out Instructions

SMS: You may opt out of SMS messages at any time by replying STOP to any message. You will receive a single confirmation message and no further SMS messages will be sent unless you re-subscribe.

Voice Calls: You may opt out of voice calls at any time by following the opt-out prompts in the automated IVR system when the call connects, or by contacting support@connext.ms

Email: Use the unsubscribe link in any email. Email opt-outs are handled separately and are not applied to SMS or voice, and an SMS or voice opt-out does not stop email.

You may also revoke consent at any time by contacting support@connext.ms or by telling the Group Administrator directly, by any reasonable means. Revocation requests are processed within the time required by applicable law. Because the organization that messages you — not Connext — holds your consent and controls its own contact lists, the most reliable way to stop all contact from that organization is to tell the organization itself. Opt-out and revocation handling within the platform is subject to the disclaimers and limitations in the General Terms below, including Section 1.

7. What These Terms Require of Group Administrators

The following are obligations these Terms impose on Group Administrators. They are described here so you know what the organizations messaging you are required to do. They are rules Connext sets for its account holders and enforces at its discretion; they are not promises by Connext to you, are not a guarantee that any account holder will comply, and do not give you any right or claim against Connext. See General Terms, Section 8.

• Consent Required: Group Administrators must obtain your prior express written consent before adding you to any messaging group or voice campaign. Adding recipients without consent violates these Terms and applicable law. Connext does not obtain, verify, or confirm that consent.
• Consent Non-Transferable: Your consent to receive communications from one organization does not authorize any other organization to contact you. Group Administrators are prohibited from selling, renting, sharing, or otherwise transferring their opt-in lists to third parties. Connext does not sell or rent contact data, and shares it only as described in our Privacy Policy — including with the carriers, aggregators, and service providers needed to transmit messages and operate the Service.
• Frequency Disclosure: Group Administrators must inform you of expected SMS and voice contact frequency before you join.
• Sender Identification: Every message must clearly identify the sending organization, and every prerecorded or artificial-voice call must state its identity at the beginning and give a callback number.
• Quiet Hours: Group Administrators may not send marketing messages or telemarketing calls before 8:00 a.m. or after 9:00 p.m. in your local time zone.
• Opt-Out: You can request that SMS messages stop at any time by replying STOP or any other reasonable expression of intent, and can opt out of voice calls via the IVR prompt or by contacting support. Group Administrators are required to honor opt-outs and revocations as soon as technically feasible. Platform opt-out handling is subject to the disclaimers and limitations in the General Terms below.
• No Unsolicited Contact: Group Administrators must obtain your prior express written consent before sending you any SMS messages or placing any voice calls. Unsolicited contact violates these Terms and is grounds for account termination.
• Reporting a Violation: If you receive unsolicited messages or voice calls through our platform, please report it to compliance@connext.ms. We take these reports seriously. They are the main way we find accounts misusing the platform, and we investigate them and act on what we find — up to and including suspending or terminating the account. What we can't do is commit in advance to a particular outcome or timeline in an individual case, or guarantee that we can tell you afterward what action we took; acting on one report does not oblige us to act on any other. And because Connext is not the sender, a complaint about the content or frequency of a message will usually get a faster result if you also raise it directly with the organization that sent it.

8. No Guarantee That You Will Receive Any Message or Call

Messages and calls are sent without any guarantee of delivery, and we can't guarantee that you'll receive any particular one, or receive it on time. Delivery can fail because of your wireless carrier, your phone, your coverage, or spam filtering — and it can also fail because of an outage or error in the Connext platform itself. Please don't rely on the Service as your only source of important, urgent, or safety-related information, and if you're in a group that sends urgent notices, keep monitoring official sources as well. The organization that sends you messages, not Connext, is responsible for the content, accuracy, and timing of what it sends and for maintaining backup ways to reach you.

TERMS FOR GROUP ADMINISTRATORS (Message Senders)

1. Administrator Responsibilities

As a Group Administrator, you — not Connext — are the sender of record for all messages and calls transmitted through your account. Connext does not obtain, verify, or guarantee consent on your behalf for SMS, voice calls, or any other communication type. You bear sole legal responsibility for compliance with all laws governing your messaging and calling activities, including the TCPA and CTIA guidelines. If a recipient, regulator, or carrier brings a claim or complaint arising from messages or calls made through your account, you are responsible for defending and resolving that claim at your own cost.

• Prior Express Written Consent Required — SMS: You must obtain prior express written consent (PEWC) from each recipient before sending any marketing or promotional SMS messages, and prior express consent for informational or transactional messages, as required by the Telephone Consumer Protection Act (TCPA). Consent must be clear, conspicuous, and unambiguous. You may not interpret silence, inaction, or pre-checked boxes as consent. Connext does not collect or manage this consent for you.
• Prior Express Written Consent Required — Voice Calls: You must obtain prior express written consent from each recipient before initiating any autodialed, prerecorded, or artificial voice calls to a mobile number. For calls to residential landlines using a prerecorded or artificial voice, prior express consent is required. Consent for voice calls must be obtained separately and cannot be inferred from consent to receive SMS messages alone, unless the original consent disclosure explicitly covered both communication types.
• Consent at Point of Collection: At the point of consent collection, you must clearly disclose: (a) the name of your organization; (b) the communication types the recipient will receive (SMS, voice, or both); (c) the nature and purpose of those communications; (d) the expected frequency; (e) that message and data rates may apply; (f) how to get help (HELP); and (g) how to opt out (STOP for SMS; verbally or in writing for voice).
• Consent Documentation: You must maintain records of each recipient's consent for each communication type, including the method of opt-in, timestamp, IP address or phone number used, and the exact disclosure language presented at the time of consent. Records must be retained for a minimum of 4 years and provided to Connext upon request.
• Consent Non-Transferable: Consent is program-specific, organization-specific, and channel-specific. You may not share, sell, lease, transfer, or otherwise disclose opt-in lists to any third party. Consent obtained for one program or communication type may not be applied to a different program or channel without obtaining fresh consent.
• Frequency Disclosure: You must clearly inform recipients about expected message and call frequency before they opt in, and disclose this in all calls-to-action.
• Respect Opt-Outs and Revocation: You must honor all opt-out and consent-revocation requests for both SMS and voice as soon as technically feasible and no later than 10 business days. A recipient may revoke consent by any reasonable means — you may not require a specific keyword, form, or channel, and you must treat replies such as "stop," "quit," "unsubscribe," "cancel," "end," or any other reasonable expression of intent as a valid revocation, however phrased. After any opt-out, you may not send further messages or place further calls to that number unless the recipient expressly re-subscribes.
• What Connext Currently Automates — and What It Does Not: As the Service is presently configured, Connext processes the SMS keyword STOP received in reply to messages sent from your account, and records opt-outs given through the opt-out prompt on automated voice calls, and an opt-out captured on either of those two channels is applied across both. This describes how the Service behaves today. It is not a warranty, service level, or commitment that the Service will continue to behave this way, and Connext may change, limit, or discontinue any of this functionality at any time. Like every part of the Service, it is subject to the disclaimers and limitations in these Terms, including the possibility of a Platform Failure. These features reduce your workload; they do not transfer any legal obligation to Connext. You must verify for yourself that any suppression you rely on is actually in effect. This automation does not cover, and you remain solely responsible for, all of the following:
  • Opt-outs given outside the platform. A recipient may revoke consent by any reasonable means: telling your staff in person or over the phone, speaking to a live caller, emailing or writing to you, or asking at your office or through your website. Connext has no visibility into these. You must record them and suppress those contacts yourself.
  • Opt-out words other than STOP. Recipients commonly reply with END, CANCEL, QUIT, UNSUBSCRIBE, REVOKE, or OPT OUT, or with plain language such as "please stop texting me." Applicable law treats any reasonable expression of intent as a valid revocation, and you may not require a specific word. Connext's automated handling covers STOP; carriers and aggregators may process certain other keywords independently of Connext. You are responsible for monitoring inbound replies to your account and honoring every revocation, however phrased.
  • Email, and channels outside Connext. Cross-channel suppression applies to SMS and voice sent through Connext. Email is separate: email opt-outs are typically handled through the unsubscribe mechanism in the message and are not applied to SMS or voice, and an SMS or voice opt-out does not stop email. Suppression also does not extend to contact you make through any other system. Where a recipient's request reasonably indicates they want contact to stop generally, you are responsible for applying it across every channel you use to reach them, including email.
  • Your own records. You must maintain an independent record of every opt-out and revocation and may not rely on the platform as your only suppression list. Connext does not guarantee that any opt-out or revocation will be received, recorded, applied, or honored by the platform.
  Any claim arising from a message or call sent to a person who had opted out or revoked consent is your responsibility, including where a Platform Failure contributed to it.
• Quiet Hours: You may not send telephone solicitations, marketing messages, or telemarketing calls before 8:00 a.m. or after 9:00 p.m. in the recipient's local time zone, and you must comply with any stricter state-law time restrictions. You are responsible for determining each recipient's time zone; area code is not a reliable indicator for ported or relocated numbers.
• National Do Not Call Registry and Reassigned Numbers: You must scrub your contact lists against the National Do Not Call Registry before initiating any telephone solicitation or telemarketing call or message, and honor all applicable state do-not-call lists. You are also responsible for checking numbers against the FCC's Reassigned Numbers Database, or another reliable method, before contacting numbers whose consent is not recent — a number reassigned to a new subscriber carries no consent, and calling or texting it is a violation regardless of your records. You must maintain your own internal do-not-contact list covering both SMS and voice and honor it across all campaigns.
• Internal Do-Not-Call Policy: If you make telephone solicitations, you must maintain a written internal do-not-call policy, make it available on demand, and train your personnel in it, as required by FCC regulations.
• Caller and Sender Identification: Every message must clearly identify your organization as the sender. Every prerecorded or artificial-voice call must state your organization's identity at the beginning of the message and provide a callback number during or after it.
• Email: Every email you send through the Service must accurately identify you as the sender and use accurate header and subject information. Commercial email must additionally include a valid physical postal address for you and a functioning unsubscribe mechanism that you honor promptly, as required by the CAN-SPAM Act. Canada's Anti-Spam Legislation (CASL) imposes its own identification, mailing-address, and unsubscribe requirements, which are broader, and applies to Canadian recipients. Email consent, suppression, and compliance are yours to manage and are not covered by SMS or voice opt-out handling.
• Recipients Who Are Minors: You are solely responsible for determining whether any recipient is a minor and for obtaining any additional consent the law requires, including verifiable parental or guardian consent. Connext does not collect age information, does not determine whether any recipient is a minor, and makes no determination about the applicability of COPPA or any similar law to your program.
• Call Recording: The Service does not record call audio. If you record, monitor, or transcribe any call by any other means, you are solely responsible for complying with all federal and state wiretapping and call-recording laws, including two-party and all-party consent requirements, and for obtaining and documenting any consent those laws require.

2. Prohibited Content and Activities

The following content and activities are strictly prohibited on the Connext platform. Violation is grounds for immediate suspension or termination of your account without notice and without refund, and may be reported to carriers, regulators, and law enforcement. Connext has no obligation to detect, police, or act on any violation, and acting on one violation creates no duty to act on any other:

• SHAFT Content: Content related to Sex, Hate speech, Alcohol (to minors), Firearms (illegal), or Tobacco/vaping in violation of applicable law is prohibited.
• Illegal Content: Any content that violates federal, state, or local law, including illegal gambling, illegal drugs, or illegal financial services.
• Phishing and Fraud: Deceptive messages, phishing attempts, impersonation, or any fraudulent schemes.
• Spam: Unsolicited bulk messaging, high-volume messaging without proper consent, or use of messaging to send unsolicited advertisements.
• Harassment: Messages that harass, threaten, bully, or intimidate recipients.
• Prohibited Calling Activity: Unsolicited telemarketing, lead generation, robocalling, or any calling activity that violates the TCPA or Do Not Call regulations is strictly prohibited.
• No Purchased or Scraped Lists: You may not use purchased contact lists, scraped lists, or add users without their direct, individually obtained consent.
• No Loopholes: You may not attempt to circumvent opt-out requests, consent requirements, or any of these Terms through technical workarounds, alternative numbers, or any other means.
• Platform Abuse: You may not misuse the Service itself, including by exceeding or evading rate limits, quotas, or spending controls; probing, scanning, or testing the security of the Service; interfering with its operation or with any other account; or using it in any manner that threatens platform stability or our standing with any carrier or provider. The additional software restrictions in General Terms, Section 13 also apply.

3. Legal Compliance

Where these Terms describe legal or industry requirements, they do so as a convenience and in summary form only. They are not legal advice, are not a complete statement of the law, and may become out of date. You are responsible for determining which laws, regulations, and carrier rules apply to your messaging and for meeting them, and you may not rely on these Terms, or on any guidance from Connext, as a substitute for your own legal counsel.

• TCPA Compliance: You must comply with the Telephone Consumer Protection Act, and all FCC regulations thereunder. You acknowledge that TCPA violations can carry statutory damages recoverable by private plaintiffs, including in class actions, and that you are solely responsible for ensuring your messaging activities comply with the TCPA.
• CTIA Compliance: You must follow the CTIA Messaging Principles and Best Practices, as amended from time to time, including all requirements for opt-in, opt-out, and message content standards.
• Email Compliance: Email you send through the Service must comply with the CAN-SPAM Act and any other law applicable to it. For commercial email that includes accurate sender and header information, a valid physical postal address, and a functioning unsubscribe mechanism honored promptly; purely transactional or relationship email is exempt from some of those requirements but must still not be deceptive. You are responsible for determining which category a given message falls into and for maintaining your own email suppression list.
• Canadian Recipients: If you contact recipients in Canada, you are responsible for compliance with Canada's Anti-Spam Legislation (CASL) and all applicable Canadian federal and provincial telecommunications, do-not-call, and privacy requirements, including PIPEDA and comparable provincial statutes. CASL's consent, identification, and unsubscribe requirements differ from and in some respects are stricter than United States law, and consent valid under the TCPA is not necessarily valid under CASL.
• State Law Compliance: You must comply with all applicable state laws governing SMS and voice communications, including state "mini-TCPA" statutes such as the Florida Telephone Solicitation Act, the Oklahoma Telephone Solicitation Act, and comparable laws in other states — several of which impose consent, timing, and disclosure requirements stricter than federal law and carry their own private rights of action — as well as state do-not-call and anti-spam laws and applicable privacy statutes such as the California Consumer Privacy Act (CCPA). You are responsible for determining which state laws apply to each recipient.
• 10DLC / Short Code Registration: If required by carrier policies or applicable law, you are responsible for properly registering your campaign with The Campaign Registry (TCR) or obtaining appropriate short code approval before sending messages through Connext, and for the accuracy of everything you submit in that registration. Registration outcomes, vetting scores, throughput assignments, and approval timelines are determined by TCR and the carriers, not by Connext, and Connext does not guarantee that any registration will be approved, will be approved within any timeframe, or will result in any particular throughput. Registration, vetting, and carrier fees are pass-through charges and are your responsibility. Connext may suspend messaging for unregistered or non-compliant campaigns without notice.
• Industry Standards: You must follow all telecommunications industry best practices, including those set forth by major wireless carriers.

4. Indemnification

This Section is the sole and controlling statement of a Group Administrator's indemnification obligations, and it governs over any other indemnity language in these Terms. You agree to defend, indemnify, and hold harmless the Connext Parties from and against any and all claims, demands, actions, proceedings, liabilities, damages, penalties, fines, judgments, settlements, losses, costs, and expenses (including reasonable attorneys' fees and the costs of responding to regulatory or carrier inquiries) arising out of or related to:

• Your violation of the TCPA, CTIA guidelines, Do Not Call regulations, or any other applicable law or regulation governing SMS or voice communications;
• Any claim that messages or calls you sent or initiated through the Connext platform were made without proper consent or in violation of any do-not-call list;
• Any regulatory investigation, fine, or enforcement action arising from your SMS or voice calling activity through the Connext platform;
• Any class action or individual lawsuit brought by recipients of messages or calls you sent through the platform;
• Any claim by any person or entity — including any recipient, intended recipient, member, customer, employee, or insurer — arising out of or related to any Delivery Failure, including any claim for death, personal injury, illness, property damage, business interruption, or economic loss. This obligation applies expressly and unequivocally even where the Delivery Failure was caused in whole or in part by a Platform Failure or by Connext's own ordinary negligence. It does not extend to any claim for death or personal injury to the extent caused by Connext's own negligence, or to any claim to the extent arising from Connext's gross negligence, willful misconduct, or fraud — see General Terms, Section 5(e) — and it does not apply to the extent such an indemnity is prohibited by applicable law;
• The content, accuracy, completeness, and timing of anything you send through the platform, and your decisions about when, whether, and to whom to send it;
• The accuracy and currency of the phone numbers and other contact data in your account, including messages or calls delivered to a reassigned, ported, or incorrect number;
• Your use of the Service for any urgent or time-critical purpose, and your failure to maintain or use a backup notification channel as required by Section 8 below;
• Your use or misuse of the Service, your breach of these Terms, and any act or omission of your personnel, contractors, or anyone using your account, whether or not authorized by you;
• Any claim that your content, your use of the Service, or anything you transmit through it infringes or misappropriates any third party's intellectual property, publicity, or privacy rights, or violates any third party's rights under the TCPA or any other law; and
• Any claim arising from your email sending, including any CAN-SPAM or CASL claim.

Control of Defense. Connext may, at its option and at your expense, assume sole control of the defense and settlement of any claim subject to this Section, in which case you will cooperate fully. You may not settle any such claim in a way that imposes any obligation, payment, admission, or restriction on any Connext Party, or that does not fully release every Connext Party, without Connext's prior written consent. Connext's election not to assume control does not waive any right under this Section.

Cooperation and Records. If any claim, demand, complaint, regulatory inquiry, or carrier escalation is made against Connext relating to messages or calls sent through your account, you must, within ten (10) business days of our request, produce the complete consent record for each affected recipient — including the method and timestamp of opt-in, the exact disclosure language presented, and the source of the number — together with your opt-out records and any related campaign materials. Failure to produce those records within that time is a material breach, is grounds for immediate suspension, and does not reduce your indemnification obligation. You must cooperate reasonably in the defense of any such claim.

This indemnification obligation survives termination of your account and these Terms, is not limited by any cap on damages set out in these Terms, and applies regardless of whether the underlying claim is ultimately found to have merit.

5. Financial Responsibility

• Monthly Minimum Billing: Accounts are billed on the first day of each calendar month and are subject to a $5 minimum charge per month. The minimum applies whether or not you use the Service — an account that sends nothing at all in a month is still charged the minimum. Usage above the minimum is billed in addition to it. Your account remains open and continues to accrue the monthly minimum until you expressly close it using the account closure setting in the app. Stopping use, deleting your contacts, removing payment details, or not logging in does not close an account and does not stop charges.
• Billing Responsibility — Billing Occurs at Handoff: A message, call, or email is billed once it has been handed off to and accepted by our downstream provider or carrier ("Handoff"). Billing is based on Handoff, not on delivery outcome. Once an item is handed off it is billed whether or not it is ultimately delivered, read, heard, or answered, and regardless of any carrier filtering, blocking, throttling, or other Delivery Failure occurring after that point — those systems are outside our control, and we are charged for the item either way. As a matter of ordinary practice, we do not bill for messages that fail inside the Connext platform before Handoff; that is a billing convention rather than a warranty, service level, or guarantee, and it does not create a right to a refund or credit in any particular case. Message segmentation is determined by the carrier and may vary, so a single message may be billed as multiple segments. You are responsible for all charges incurred on your account.
• Payment Authorization: You authorize Connext and its payment processors to charge the payment method on file for all amounts due, including recurring monthly minimums, usage charges, taxes, surcharges, and pass-through fees, until you close the account. You are responsible for keeping a valid payment method on file and for all charges incurred on your account, including those incurred by anyone using your credentials.
• Prices May Change: Connext may change its prices, minimums, rate structure, included allowances, and fees at any time, effective as of the next billing cycle after the change is posted or otherwise communicated. Pricing in effect at signup is not locked in for any period. Your continued use of the Service after a price change takes effect constitutes acceptance of the new pricing; if you do not accept it, your remedy is to close your account.
• Taxes, Surcharges and Pass-Through Fees: All amounts are exclusive of taxes and regulatory and carrier charges. You are responsible for all applicable sales, use, excise, telecommunications, and similar taxes, and for all regulatory fees, universal service contributions, carrier surcharges, per-message or per-minute carrier fees, and campaign registration and vetting fees, all of which may be added to your charges and may change without notice. If you claim tax-exempt status, you must provide valid documentation, and you remain liable for any tax later assessed.
• Cancellation: You may close your account at any time using the account closure setting in the app. Closure takes effect prospectively only. You remain responsible for all amounts already accrued, including the monthly minimum for the then-current month, and no amount already paid is refunded or prorated on closure.
• Non-Payment: Connext may suspend or terminate an account for non-payment at any time and without notice, and suspension does not stop the monthly minimum from accruing unless the account is closed. You remain liable for all amounts owed, and for the reasonable costs of recovering them if we have to pursue collection.
• Chargebacks: Initiating a chargeback or payment dispute without first contacting support is grounds for immediate account suspension. You remain liable for all valid charges and for any fees Connext incurs in responding to a chargeback, whatever its outcome.
• No Refunds: Except where required by law, all charges are non-refundable and non-creditable. This includes charges for unused service, charges on accounts closed mid-month, charges on accounts suspended or terminated for violations of these Terms, and charges for messages, calls, or email that were billed at Handoff but not ultimately delivered. Connext may issue a credit in its sole discretion; doing so once creates no obligation to do so again.

6. Account Eligibility and Representations

• Age Requirement: You must be at least 18 years old.
• Legal Authority: You must have legal authority to send messages on behalf of your organization. If you open or administer an account on behalf of an entity, you represent and warrant that you are authorized to bind that entity to these Terms, and both you and that entity are bound by them. Connext is entitled to rely on that representation without further inquiry.
• Accurate Information: You must provide and maintain accurate, current, and complete account, contact, billing, and campaign-registration information. Submitting inaccurate or misleading information — including in any carrier or Campaign Registry filing — is a material breach and grounds for immediate suspension.
• Compliance Representation: By creating an account, you represent and warrant that your use of the Connext platform will comply with all applicable laws and regulations, including the TCPA and CTIA guidelines.
• Ongoing Compliance: You agree to remain in compliance with all applicable laws and these Terms for the duration of your account. Loss of compliance is grounds for immediate account suspension.
• Account Security: Your account credentials and API keys are your responsibility, as set out in General Terms, Section 14.
• No Reliance: You represent that in deciding to use the Service you have relied solely on these Terms and on your own evaluation, and not on any statement, demonstration, marketing material, roadmap, support communication, or other representation by Connext or any of its personnel.

7. Your Content, Your Data, Your Decisions

• Content: You are solely responsible for the content, accuracy, completeness, tone, and timing of every message and call sent through your account. Connext does not draft your content and has no obligation to review, verify, or approve it. Any monitoring or review Connext does perform is for its own purposes and is not an approval of your content or a determination that it complies with applicable law. Connext is not responsible for errors, omissions, outdated information, or misleading statements in anything you send.
• Uploaded and Imported Lists: Each time you upload, import, sync, or add contacts to your account — individually or in bulk, through the interface or the API — you represent and warrant that you hold valid, documented, current consent for every number in that upload, of the type required for the communications you intend to send. Connext does not verify this on your behalf. An upload is your affirmation of consent for every number it contains.
• Recipient Data: You are solely responsible for the accuracy and currency of the phone numbers, names, and group assignments in your account. Phone numbers are regularly disconnected, ported, and reassigned to new subscribers. You are responsible for list hygiene and for any consequence of a message or call reaching the wrong person or failing to reach the right one because your data was stale or incorrect.
• Send Decisions: Connext does not decide when you send, whether you send, whom you send to, or whether a situation warrants a notification. Those decisions are yours alone, and you bear full responsibility for them.
• Delivery Reports: Delivery statuses, logs, and analytics in the platform are supplied by carriers and upstream providers, are provided for informational purposes only, and may be incomplete, delayed, or inaccurate. A status of "delivered" is a carrier-reported handoff indication and is not proof that any person received, read, heard, understood, or acted on a message or call. You may not rely on delivery reporting as confirmation that a notification reached anyone.

8. Urgent and Time-Critical Notifications — Backup Channel Required

You are the one deciding to use Connext for this, so read this section before you do. We cannot guarantee that any message or call will arrive, or arrive on time — not for routine sends, and not for urgent ones. Delivery can fail in a carrier's network, on a recipient's handset, or inside our own platform, and you may not find out that it failed. Do not build a notification plan that depends on Connext working.

If you use the Service for closing notices, outage or weather alerts, health or safety notices, or any other urgent or time-critical notification, the following are material conditions of your right to use it:

• Never Your Only Channel: You may not use the Service as your sole or primary means of delivering any notification where a failure or delay could result in injury, property damage, or other significant loss. You must maintain and actually use at least one independent channel that does not depend on Connext — a phone tree, your website, social media, in-person notice, or anything else that works when we don't.
• Your Setup, Your Testing: You are responsible for testing your own configuration, contact lists, and workflows, and for independently confirming — by means other than our delivery reporting — that an urgent notice actually reached the people who needed it. Connext has no obligation to test your account or to assess whether it is configured appropriately for your intended use.
• Assumption of Risk: You knowingly and voluntarily assume all risk arising from any use of the Service for urgent or time-critical communications, including the risk of any Delivery Failure. This covers Platform Failures — an outage, a software defect, a scheduled send that never fires, loss of your contact data, or human error on our side — just as fully as it covers failures in carrier networks. Wireless networks are also frequently congested during exactly the widespread events in which urgent notices are most likely to be sent.

9. Acknowledgement of Limitations

By opening or using an account, you acknowledge that you have read and accepted the General Terms below, including Section 1 (No Guarantee of Delivery or Availability), Section 2 (Urgent and Time-Critical Communications), Section 4 (Disclaimer of Warranties), and Section 5 (Limitation of Liability), and that you have evaluated the Service, and its limitations, as suitable for your intended use. Documents you issue — purchase orders, procurement forms, RFP responses, and vendor agreements — do not modify these Terms; see General Terms, Section 17.

GENERAL TERMS (Applicable to All Users)

1. No Guarantee of Delivery or Availability

How message delivery actually works. A message you send through Connext passes through our platform and then through one or more aggregators, carriers, and telephone networks before it reaches a handset. No provider in this industry controls that entire path, and none — Connext included — can promise that a particular message or call will arrive. We work hard to make delivery reliable, and we'd rather tell you plainly what we can and can't promise than imply a guarantee we couldn't keep.

The standard we offer. Connext uses commercially reasonable efforts to transmit messages and calls, but the Service is provided without any guarantee of delivery, timeliness, or availability. Connext does not guarantee that any message or call will be delivered, will reach any or all intended recipients, will arrive within any particular time or in any particular order, will arrive intact, or will arrive at all. This standard applies wherever a failure originates — in a third party's network or in our own platform.

(a) Causes outside our systems. Delivery Failures commonly result from:

• Carrier and network outages, congestion, degradation, maintenance, or routing and policy changes;
• Carrier filtering, blocking, throttling, or spam classification — applied at carriers' sole discretion, often without notice to us and with no explanation or appeal;
• 10DLC, toll-free, and short code registration, vetting, trust-score, and throughput limits set by The Campaign Registry or individual carriers;
• Numbers that have been ported, reassigned, disconnected, or simply entered incorrectly in your list;
• The recipient's device or account: powered off, out of coverage, roaming, out of storage, silenced or in Do Not Disturb, blocked, screened by a call-blocking or spam-filtering app or carrier service, or delinquent with their carrier;
• Recipient opt-out, carrier-level opt-out, or do-not-contact status;
• Outages, degradation, rate limits, or suspensions affecting upstream aggregators, SMSCs, telephony providers, hosting providers, cloud platforms, DNS, or internet transit;
• Power failures, severe weather, natural disasters, or damage to physical infrastructure;
• Network congestion during widespread emergencies, storms, and outages — the very conditions under which urgent notifications are most likely to be sent;
• Message content, links, or sending patterns that trigger automated carrier filtering; and
• Your account's balance, spending limit, suspension, or configuration, or any act or omission by you, your personnel, or a third party.

(b) Causes within our own platform. We'd rather state this plainly than bury it: no software or infrastructure is perfect, including ours. Connext does not guarantee that its own systems will function correctly, completely, or at all, and every disclaimer and limitation in these Terms applies in full to Platform Failures, including:

• Software defects, bugs, or regressions anywhere in sending, scheduling, grouping, filtering, deduplication, opt-out handling, or reporting;
• Failed, incomplete, or delayed deployments, upgrades, migrations, rollbacks, or configuration changes;
• Server, database, cache, queue, worker, or scheduler failures, crashes, restarts, or backlogs — including messages that are queued but never sent, sent late, sent twice, or sent to the wrong group;
• Any scheduled, recurring, triggered, or automated send that does not run, does not run on time, or does not run against the intended recipients;
• Capacity limits, resource exhaustion, or degradation under load, including load created by large or simultaneous sends, and any throttling we apply to protect platform stability;
• Errors or outages in our integrations with, credentials for, or account standing with upstream providers, including expired credentials or certificates, exhausted provider balances, revoked API access, and provider-side suspension;
• Loss, corruption, truncation, duplication, or unavailability of data, including contact lists, groups, message content, templates, consent records, and logs. We do not guarantee that data is backed up or recoverable — please keep your own copy of anything you would not want to lose;
• Planned, unplanned, or emergency maintenance, and any decision by us to throttle, queue, suspend, restrict, or discontinue any part of the Service;
• Security incidents, unauthorized access, malware, or denial-of-service attacks affecting us or our providers;
• Human error by our personnel or contractors, including in support, configuration, or account setup; and
• Connext's own ordinary negligence, to the maximum extent that liability for negligence may lawfully be limited or excluded. Gross negligence, willful misconduct, and fraud are excepted — see Section 5(e).

No duty to detect or warn. Connext has no duty to detect, investigate, warn of, or notify anyone about a failed, delayed, or partial send, an outage, or a degradation, whether or not we become aware of it. Any monitoring, status page, alert, or notice we provide is a courtesy, creates no duty to provide it again or on any particular timeline, and is not a commitment that any future problem will be detected or reported.

No service level agreement or uptime commitment. Connext has not made and does not offer any service level agreement, uptime guarantee, latency or throughput guarantee, delivery-rate guarantee, support response guarantee, or availability commitment of any kind, unless set out in a separate written agreement signed by an authorized officer of Connext. The Service may be unavailable or degraded at any time, with or without notice, including for scheduled or emergency maintenance, and we may impose or change rate limits, queueing, and throughput at our discretion.

Delivery reporting is informational only. Delivery statuses, logs, error codes, dashboards, and analytics are provided for information only and furnished "as is." They originate with carriers and upstream providers and are processed by us, and they may be delayed, incomplete, or wrong — whether because of a third party's reporting or because of an error in our own systems. A status of "delivered" reflects a carrier-reported handoff, not receipt, and is never proof that a person received, read, heard, understood, or acted on a message. The absence of an error status is likewise not confirmation that anything was sent. Please don't treat our reporting as confirmation that a notification reached anyone, and Connext has no liability arising from reliance on it.

2. Urgent and Time-Critical Communications

Connext is a general-purpose messaging platform. It is not an emergency notification or life-safety system, and it is not a substitute for, and must not be relied on in place of, 911, Wireless Emergency Alerts, or any other emergency notification method. It is not designed, tested, certified, or warranted for life-safety or mission-critical use, and we make no representation that it meets any standard applicable to such systems. It has no priority, preemption, or guaranteed access to any carrier network — our traffic is ordinary commercial traffic, subject to the same congestion, filtering, and throttling as everyone else's.

Plenty of organizations do use Connext for closing notices, outage alerts, and other time-sensitive updates, and we're glad to support that. It simply has to be one channel among several, never the only one. If you use the Service for urgent or time-critical notifications, you do so at your own risk and expressly assume that risk, and you must meet the backup-channel and testing requirements in the Group Administrator Terms above.

No liability for Delivery Failures. Subject to Section 5(e), and to the maximum extent permitted by law, Connext has no liability — to any account holder, recipient, intended recipient, or any other person or entity — for any illness, property damage, business interruption, regulatory penalty, reputational harm, or economic loss of any kind arising out of or related to any Delivery Failure, as that term is defined at the top of these Terms and including any Platform Failure and any Delivery Failure caused in whole or in part by Connext's own ordinary negligence. Connext does not exclude liability for death or personal injury caused by its own negligence, or for its own gross negligence, willful misconduct, or fraud — see Section 5(e).

3. Platform Role and Responsibility for Messages and Calls

• Connext Is a Platform Only: Connext provides technology infrastructure for transmitting messages and calls. Connext is not a sender, does not control message content, does not obtain recipient consent, and does not manage Group Administrator contact lists. Connext has no knowledge of, and makes no representations about, whether any specific message or call complies with applicable law.
• Sole Responsibility of Group Administrators: Group Administrators are solely and exclusively responsible for: (a) all content sent through their account; (b) obtaining and documenting all required recipient consents for SMS and voice communications before initiating contact; (c) ensuring compliance with the TCPA, CTIA guidelines, CAN-SPAM, Do Not Call regulations, and all other applicable laws; (d) responding to and resolving any recipient complaints or opt-out requests; and (e) any regulatory investigation, fine, enforcement action, or private lawsuit arising from their messaging or calling activity.
• Indemnification: A Group Administrator's indemnification obligations are set out in full in Group Administrator Terms, Section 4, which is the single controlling indemnity in these Terms and is not duplicated, narrowed, or expanded here. Separately, any End User who uses the Service unlawfully — including by accessing an account they are not authorized to use, interfering with the Service, or sending anything through it — agrees to defend, indemnify, and hold harmless the Connext Parties from third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from that conduct. No indemnity is asked of an End User merely for receiving, or failing to receive, a message or call.
• No Liability for Administrator Actions: Connext is not liable for any damages, losses, regulatory penalties, or legal consequences resulting from messages or calls sent through our platform, including but not limited to TCPA violations, lack of consent, hate speech, harassment, fraud, or any other harmful or illegal conduct by Group Administrators.
• Carrier, Third-Party and Platform Failures: Without limiting Section 1 above, which governs in full: participating wireless carriers are not liable for delayed or undelivered messages; Connext does not guarantee message, call, or email delivery and is not liable for carrier-level filtering, blocking, throttling, or rejection, or for any act, omission, outage, or failure of any carrier, aggregator, telephony provider, hosting provider, or other third party; and Connext is likewise not liable for any Platform Failure. The warranty disclaimers, the exclusions of damages, and the liability cap in these Terms apply with equal force to our own failures and to those of third parties, to the maximum extent permitted by law.
• No Agency; Independent Parties: Connext and each account holder are independent parties. Nothing in these Terms or in the use of the Service creates any agency, partnership, joint venture, employment, or fiduciary relationship between them. Connext does not act as any account holder's agent for any purpose, including obtaining, verifying, recording, or honoring consent, and no account holder has authority to act for or bind Connext. Each account holder decides who it contacts, what it sends, and when it sends. Connext does not originate, direct, or select the recipients or content of any message or call. Connext's right to decline, delay, or stop a transmission, or to suspend an account, is a protective right exercised for its own and the network's benefit — it is not participation in, approval of, or control over an account holder's messaging decisions, and it does not make Connext the sender, initiator, or maker of any message or call.
• Compliance Tools Are a Convenience: Any consent-capture, opt-out, keyword-handling, blacklist, do-not-contact, scheduling, or reporting feature Connext offers is provided as a convenience and is subject to every disclaimer and limitation in these Terms, including the possibility of a Platform Failure. Connext does not guarantee that any such feature will operate correctly, and the existence of these features does not transfer any compliance obligation to Connext or make Connext a sender, initiator, or maker of any message or call. Account holders remain solely responsible for their own compliance, independent of whether these tools function.
• Audit and Cooperation: Connext may, on reasonable notice, request and review an account holder's consent records, calls-to-action, disclosures, and opt-out practices, and may suspend an account pending production of those records or in response to elevated complaint, opt-out, or carrier-rejection rates. Connext has no obligation to conduct any such review, and conducting one creates no duty and does not make Connext responsible for an account holder's compliance.
• No Duty to Monitor: Connext has no obligation to review, approve, verify, or monitor message content, contact lists, send timing, or account configuration. Connext may do so for its own purposes — including platform stability, abuse prevention, and carrier and regulatory compliance — but any such monitoring or review, and any support, guidance, or configuration assistance Connext provides, creates no duty to any account holder or recipient, is not an approval or endorsement of any message, and does not shift responsibility for compliance, content, consent, data accuracy, or outcomes to Connext. Connext's monitoring is not designed or intended to detect whether a given message complies with applicable law.
• System Abuse: Any abuse of the system — including excessive messaging, automated spam, use of purchased lists, evasion of rate limits, or any violation of these Terms — is grounds for immediate account suspension or termination without notice and without refund. Connext is under no obligation to detect or act on any such abuse.

4. Disclaimer of Warranties

THE SERVICE, INCLUDING ALL SOFTWARE, INFRASTRUCTURE, REPORTING, AND SUPPORT, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONNEXT AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, OR SYSTEM INTEGRATION.

WITHOUT LIMITING THE FOREGOING, CONNEXT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY MESSAGE OR CALL WILL BE DELIVERED, DELIVERED ON TIME, OR DELIVERED AT ALL; THAT DELIVERY REPORTING WILL BE ACCURATE OR COMPLETE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FIT FOR ANY URGENT, TIME-CRITICAL, OR LIFE-SAFETY PURPOSE. No advice or information, whether oral or written, obtained from Connext or through the Service creates any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the above exclusions may not apply to you; in that case, such warranties are limited to the shortest period and narrowest scope permitted by law.

5. Limitation of Liability

(a) Exclusion of Damages. SUBJECT TO SUBSECTIONS (e) AND (f) BELOW, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CONNEXT OR ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, OR FOR ANY BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, REGULATORY FINE OR PENALTY, OR THIRD-PARTY CLAIM, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE — INCLUDING ANY SUCH DAMAGES ARISING FROM ANY DELIVERY FAILURE, ANY PLATFORM FAILURE, OR ANY UNAVAILABILITY OR DEGRADATION OF THE SERVICE — REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), REGARDLESS OF WHETHER THE CAUSE AROSE WITH A THIRD PARTY OR WITH CONNEXT ITSELF, INCLUDING CONNEXT'S OWN ORDINARY NEGLIGENCE, AND EVEN IF CONNEXT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Cap on Total Liability. SUBJECT TO SUBSECTIONS (e) AND (f) BELOW, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONNEXT AND ALL PARTIES LISTED ABOVE, FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE — INCLUDING CLAIMS ARISING FROM ANY PLATFORM FAILURE OR FROM CONNEXT'S OWN ORDINARY NEGLIGENCE — SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO CONNEXT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM. THIS CAP IS AGGREGATE AND CUMULATIVE ACROSS ALL CLAIMS, ALL CLAIMANTS, AND ALL CONNEXT PARTIES; MULTIPLE CLAIMS DO NOT ENLARGE IT. IF YOU HAVE PAID NOTHING, CONNEXT'S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

(c) Sole and Exclusive Remedy. Your sole and exclusive remedy for any dissatisfaction with, failure of, or interruption in the Service — including any Delivery Failure or Platform Failure — is to stop using the Service and close your account. Any monetary recovery of any kind remains subject to the exclusions in subsection (a) and the cap in subsection (b), as those are themselves qualified by subsections (e) and (f). For the avoidance of doubt, the billing practice described in Group Administrator Terms, Section 5 — under which messages that fail within the Connext platform before Handoff are not ordinarily billed — is a description of how billing currently operates, not a remedy, warranty, or entitlement, and nothing in it creates a right to any refund or credit.

(d) Allocation of Risk. The disclaimers, exclusions, and limitations in these Terms are a fundamental basis of the bargain between the parties and reflect a deliberate allocation of risk. Connext's fees are set on the assumption that these limitations apply; absent them, the fees would be substantially higher or Connext would not offer the Service at all. These limitations apply even if any limited remedy is found to have failed of its essential purpose, and survive termination of your account and these Terms. Nothing in these Terms excludes liability that cannot lawfully be excluded, and where any exclusion or limitation is held unenforceable it shall be reduced to the maximum extent permitted by law rather than struck.

(e) What These Terms Do Not Disclaim. Notwithstanding any other provision of these Terms, and regardless of any contrary language anywhere in them, nothing in these Terms disclaims, excludes, or limits Connext's liability for, and no person is required to indemnify any Connext Party against:

• Connext's own gross negligence, willful misconduct, or fraud;
• Connext's own fraudulent misrepresentation;
• death or personal injury caused by Connext's own negligence; or
• any other liability that applicable law does not permit to be excluded, limited, or indemnified against.

This subsection governs over every other provision of these Terms, including the definitions at the top of these Terms, Section 1, Section 2, Section 3, subsections (a) through (d) above, Group Administrator Terms Sections 4 and 8, and every other disclaimer, exclusion, limitation, release, assumption of risk, and indemnity in these Terms. Every reference in these Terms to Connext's own negligence, however phrased, means ordinary negligence only and does not include gross negligence, willful misconduct, or fraud. Where applicable law permits a liability described in this subsection to be limited but not excluded, the cap in subsection (b) applies to it to the maximum extent permitted, and no further.

(f) State Law Limitations. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential, or certain other damages, or the enforcement of certain indemnities, so some or all of the exclusions and limitations in subsections (a) and (b) may not apply to you. Every provision of these Terms that disclaims a warranty, excludes or limits liability, or requires indemnification applies only to the extent permitted by the law of your jurisdiction, and any such provision does not apply to you to the extent applicable law does not permit it. If you are a New Jersey resident, no provision of these Terms applies to you to the extent it would be void or unenforceable under New Jersey law or would violate any clearly established legal right under New Jersey law, and your rights under New Jersey law are unaffected by these Terms. In any jurisdiction where a limitation is permitted but an exclusion is not, the relevant liability is limited to the maximum extent permitted rather than excluded.

6. Force Majeure

Connext shall not be liable or in default for any delay or failure in performance caused directly or indirectly by any circumstance beyond its reasonable control, including acts of God, severe weather, flood, fire, earthquake, storm, epidemic or pandemic, war, terrorism, civil unrest, labor disruption, government action or order, embargo, power or utility failure, telecommunications or internet outage, carrier or upstream provider outage, degradation, throttling, filtering, policy change, suspension, or termination, cyberattack, denial-of-service attack, or network congestion.

7. Time Limit on Claims

To the maximum extent permitted by law, any claim or cause of action arising out of or related to these Terms or the Service must be filed within one (1) year after the claim or cause of action arose, or it is permanently barred. Where applicable law does not permit a one-year limitation, the shortest period permitted by that law applies.

8. No Third-Party Beneficiaries

Except for the Connext Parties, who may enforce every provision that runs in their favor, these Terms are solely for the benefit of the parties to them and confer no rights on anyone else.

Recipients. The End User Terms above tell recipients how the Service works and what these Terms require of Group Administrators. They are binding on recipients as conditions of receiving communications through the Service, but they create no obligation, warranty, guarantee, duty of care, or promise by Connext to any recipient, and they are not enforceable against Connext. No recipient, intended recipient, member, customer, employee, insurer, or other person or entity who receives — or fails to receive — a message or call through the Service is a third-party beneficiary of these Terms, and no such person acquires any right, claim, or cause of action against any Connext Party under them. In particular, the rules these Terms impose on Group Administrators are rules Connext sets for its account holders and enforces at its sole discretion; they are owed to Connext alone, are not enforceable by any recipient, and no recipient may claim that Connext failed to enforce them.

An account holder's obligations under these Terms, including its indemnification obligations, are owed to Connext alone and are not enforceable by any recipient.

9. Suspension, Modification and Discontinuation

Connext may, at any time and without liability, modify, suspend, throttle, limit, or discontinue all or any part of the Service, with or without notice, including to address a suspected violation of these Terms, a security or abuse concern, a carrier or regulatory requirement, non-payment, or a threat to platform stability. Connext may also review, flag, delay, quarantine, reject, or refuse to transmit any individual message or call, and may report unlawful activity to carriers, regulators, or law enforcement. Connext has no obligation to exercise any of these rights, does not undertake to identify unlawful or non-compliant messages, and is not liable for exercising them or for declining to. Acting on one message or account creates no duty to act on any other. Connext may also terminate any account at any time, with or without cause. Termination does not relieve an account holder of amounts owed, and no refund is due for services already rendered or for accounts terminated for violations.

10. Governing Law; Venue; Arbitration; Class Action Waiver

Governing Law. These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods.

Who this Section applies to. The arbitration agreement and class action waiver in this Section apply only between Connext and account holders — Group Administrators and anyone using or acting under a Connext account. They do not apply to any person solely by reason of receiving, or failing to receive, a message or call through the Service. Nothing in this Section requires any message recipient to arbitrate anything. The Governing Law and Venue paragraphs apply generally.

Informal resolution first. Before starting an arbitration or a court proceeding, the party raising the dispute must send a written notice of dispute to the other — to support@connext.ms for Connext, or to the email address on the account for an account holder — describing the dispute and the relief sought. The parties will then try in good faith to resolve it for sixty (60) days. Neither party may begin arbitration before that period ends. This requirement does not bar either party from seeking the relief described under "Exceptions" below, and any applicable limitations period is tolled while the parties confer.

Binding Arbitration. Except as provided below, any dispute, claim, or controversy between Connext and an account holder arising out of or related to these Terms or the Service shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules — or, where the AAA determines that its Consumer Arbitration Rules apply, under those rules — before a single arbitrator, seated in New Jersey, with judgment on the award enforceable in any court of competent jurisdiction. Where the Consumer Arbitration Rules apply, the allocation of filing and arbitrator fees is governed by those rules, and the arbitration may be conducted by telephone, by video, or on written submissions, or in the county of the account holder's residence, at the account holder's election. By agreeing to arbitration, you and Connext each waive the right to a trial by jury and the right to participate in a class, collective, consolidated, or representative action.

Class Action Waiver. All claims must be brought in an individual capacity only. No arbitrator or court may consolidate more than one person's claims or preside over any form of class, collective, or representative proceeding. If this class action waiver is held unenforceable as to any claim, that claim — and only that claim — shall be severed from arbitration and brought in court, and the remainder of this Section shall remain in effect.

Coordinated Claims. If twenty-five (25) or more substantially similar arbitration demands are filed against Connext by or with the assistance of the same or coordinated counsel, they shall be administered in sequential batches of no more than fifty (50). The parties will arbitrate a small number of bellwether cases from each batch first, then confer in good faith — with a mediator if either party asks — on resolving the remainder in light of those outcomes. Limitations periods are tolled for demands awaiting their batch. Neither party may use this paragraph to delay an individual claimant's hearing unreasonably.

Your right to opt out of arbitration. You may opt out of this arbitration agreement and the class action waiver by sending written notice to support@connext.ms within thirty (30) days of first accepting these Terms, stating your name, your account, and that you are opting out of arbitration. If you already held an account before this Section took its current form, your thirty (30) days run instead from the date this Section takes effect as to you under Section 11, so that every account holder has a real opportunity to opt out. Opting out costs nothing, will not affect your account or your use of the Service in any way, and is the only way to avoid this Section. If you opt out, disputes are resolved in court under the Venue paragraph below, and every other provision of these Terms continues to apply in full.

Exceptions. Either party may bring an individual action in small claims court, and either party may seek injunctive or other equitable relief in court to protect intellectual property, confidential information, or to prevent abuse of or unauthorized access to the Service.

If This Section Does Not Apply to You. If applicable law prohibits you from agreeing to binding arbitration, to a jury-trial waiver, or to a venue outside your jurisdiction, this Section does not apply to you to the extent of that prohibition, and the dispute shall instead be resolved in a court of competent jurisdiction. In that case New Jersey law still governs to the fullest extent permitted, and every other provision of these Terms — including the disclaimers of warranty, the exclusions of damages, the liability cap, and the limitations period — continues to apply in full. This Section becoming inapplicable to one party never makes it inapplicable to any other.

Venue. Where a dispute is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Jersey, and waive any objection to that venue, except where a party is required by law to litigate elsewhere.

11. Changes to These Terms

Connext may modify these Terms from time to time. How a change takes effect depends on what it changes.

• Material changes. A change that materially reduces your rights or materially increases your obligations — including any change to Section 5 (Limitation of Liability), Section 10 (Governing Law; Venue; Arbitration; Class Action Waiver), or to any indemnification obligation — is posted at this address with the Effective Date above updated to reflect the revision, and takes effect as to you prospectively only, at the beginning of your next billing cycle after it is posted or, if you do not hold an account, when it is posted. Connext may, but is not obligated to, give notice of any change by email, by notice within the Service, or by any other means, and giving notice of one change creates no obligation to give notice of any other.
• Other changes. Changes that do not materially reduce your rights or materially increase your obligations — including clarifications, corrections, terms covering a new or changed feature, and updates to contact details — take effect when posted at this address, and the Effective Date at the top of this page is updated to reflect the revision.
• Your choice. Your continued use of the Service on or after a change's effective date constitutes your acceptance of it. If you do not agree to a change, you may stop using the Service and, if you hold an account, close it under Group Administrator Terms, Section 5 before the change takes effect, in which case the change will not apply to you.
• No retroactive effect. No change to these Terms applies retroactively, and no change applies to any dispute, claim, or cause of action that arose before that change's effective date. The version of these Terms in effect at the time a claim arose governs that claim.
• Prior versions. Connext maintains a dated archive of prior versions of these Terms and will, on written request to support@connext.ms, provide the version that was in effect on any date you specify.
• Reviewing these Terms. This page is the authoritative and current version of these Terms at all times, and it is your responsibility to review it periodically. Because Connext does not undertake to notify you of changes, you should not rely on receiving notice of one.

12. Privacy Policy

Our Privacy Policy describes how we collect, use, and handle information, and is incorporated into these Terms by reference. Please review it. In the event of a conflict between these Terms and the Privacy Policy regarding the allocation of liability or risk, these Terms control.

13. License to Use the Service; Intellectual Property; Restrictions

• Limited License: Subject to these Terms and to your payment of all amounts due, Connext grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your own internal business or organizational purposes for as long as your account is open and in good standing. This is a license to use a hosted service, not a sale, and no copy of any software is delivered to you. All rights not expressly granted are reserved to Connext.
• Ownership: Connext and its licensors own all right, title, and interest in and to the Service, including all software, source and object code, APIs, interfaces, designs, layouts, look and feel, documentation, templates, workflows, and the Connext name, logo, and other marks, together with all intellectual property rights in them. Nothing in these Terms transfers any ownership interest to you. You may not use the Connext name, logo, or marks without prior written permission.
• Restrictions: You may not, and may not permit anyone else to: (a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Service, except to the minimum extent that applicable law expressly prohibits this restriction; (c) rent, lease, lend, resell, sublicense, time-share, white-label, or operate the Service as a service bureau or on behalf of any third party; (d) remove, obscure, or alter any proprietary notice; (e) scrape, crawl, harvest, or extract data from the Service, or access it by any automated means other than a documented API used within its published limits; (f) circumvent or attempt to circumvent any rate limit, quota, spending control, authentication, or other access control; (g) conduct load, penetration, vulnerability, or benchmark testing, or publish any performance or benchmark result, without Connext's prior written consent; or (h) use the Service to build, train, or improve a competing product or service, or access it for competitive analysis.
• Your Content and Data: As between you and Connext, you retain all right, title, and interest in the content you create and the contact data you upload. You grant Connext a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, reformat, and process that content and data as necessary to operate and provide the Service, to comply with law, and as described in our Privacy Policy. That license continues for as long as needed for those purposes and survives account closure to the extent Connext retains data in backups, logs, or records.
• Feedback: If you send Connext any suggestion, idea, feature request, bug report, or other feedback, you grant Connext a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use, modify, and commercialize it for any purpose, without attribution, compensation, confidentiality, or any obligation to you. Feedback is not your confidential information.
• Third-Party Services: The Service may interoperate with third-party services, integrations, or content that Connext does not control. Your use of those is governed by their own terms and is at your own risk, and Connext is not responsible for them, for their availability, or for any act, omission, change, or discontinuation by their providers.

14. Account Registration and Security

• Your Credentials Are Your Responsibility: You are responsible for safeguarding your account credentials, API keys, tokens, and any other authentication material, and for ensuring that anyone you give access to complies with these Terms. Credentials may not be shared, sold, or used by anyone other than the person or organization to whom the account is issued.
• Activity Under Your Account: You are responsible for all activity conducted through your account, all messages, calls, and email sent from it, and all charges it incurs — whether or not you authorized them, and whether or not you were aware of them. This includes activity by your employees, volunteers, contractors, former personnel, and anyone who obtains your credentials by any means. Connext is entitled to treat anyone presenting valid credentials as authorized.
• Prompt Notice: You must notify Connext immediately at support@connext.ms upon becoming aware of any unauthorized access to or use of your account, any loss or compromise of credentials, or any other breach of security. You remain responsible for all activity and charges occurring before Connext has had a reasonable opportunity to act on that notice.
• Departing Personnel: You are responsible for promptly revoking access for anyone who leaves your organization or no longer needs it. Connext has no way to know who within your organization should have access and no obligation to determine it.
• Security Measures: Connext may, at its discretion and without liability, require credential resets, impose or change authentication requirements, restrict access from particular locations or addresses, or suspend an account it believes to be compromised or to present a security risk. Connext has no obligation to take any of these steps, and taking one creates no duty to take it again or in any other case.
• No Liability for Unauthorized Use: To the maximum extent permitted by law, Connext is not liable for any loss, cost, damage, or charge arising from unauthorized access to or use of your account, regardless of cause.

15. Your Data: Roles, Retention and Deletion

• Roles of the Parties: As between you and Connext, you are the controller — and, where the California Consumer Privacy Act or a comparable state statute applies, the "business" — with respect to the recipient contact data and content you put into the Service. Connext acts as a service provider and processor, and processes that data solely to provide the Service on your documented instructions, to secure and maintain the Service, and as required by law. Connext does not sell or rent contact data, and discloses it only as described in our Privacy Policy, including to the carriers, aggregators, and service providers required to transmit your communications. You represent and warrant that you have all rights, consents, and lawful bases necessary for Connext to process the data you provide, and you are responsible for responding to any recipient request to access, correct, or delete data you control.
• No Obligation to Retain, Return, or Export: Connext has no obligation to retain, store, back up, archive, return, export, or otherwise make available any data associated with your account — including contacts, groups, message and call history, consent records, delivery logs, analytics, templates, and account records — at any time, whether during the life of the account or after it ends. Connext may delete, purge, or render inaccessible any such data at or at any time after your account is closed, suspended, or terminated, with or without notice, and without liability. Maintaining your own copies and your own independent records is your responsibility, and you should not treat the Service as a system of record.
• Consent Records Are Yours to Keep: The requirement in Group Administrator Terms, Section 1 that you retain consent records for at least four years is your obligation alone. Connext does not undertake to preserve consent records on your behalf, does not guarantee that any record stored in the platform is complete, accurate, or retrievable, and may delete such records along with the rest of your account data. You must maintain consent documentation independently of the Service.
• Data Loss: Without limiting Section 1(b) above, Connext does not guarantee that any data is backed up, recoverable, or free from loss, corruption, or unavailability, and has no liability for any loss of or inability to recover data, however caused, including where caused by a Platform Failure or by Connext's own ordinary negligence, to the maximum extent permitted by law and subject to Section 5(e).
• Security: Connext employs the security measures it considers appropriate, but no system is secure, and Connext does not warrant that the Service or any data within it will be free from unauthorized access, interception, alteration, or loss. Where a security incident affects your data, Connext will provide such notice, if any, as applicable law requires, and nothing in these Terms creates any broader notification obligation, any obligation to provide notice within any particular timeframe, or any obligation to notify your recipients on your behalf. Notifying affected individuals, regulators, or any other party is your responsibility as controller.
• Legally Compelled Disclosure: Connext may access, preserve, and disclose account data where it believes in good faith that doing so is required by law, subpoena, warrant, court order, carrier or regulatory obligation, or is reasonably necessary to protect the rights, property, or safety of Connext, its users, or the public. Connext may but is not required to notify you, where notice is not prohibited.

16. Notices and Electronic Communications

Notice to you. Connext may give you any notice under these Terms by email to the address associated with your account, by a message or banner within the Service, or by posting on this page. Notice is effective when sent or posted, whether or not you read it. You are responsible for maintaining a current, monitored email address on your account, and Connext is not responsible for any consequence of notice sent to an address you have allowed to become stale, full, filtered, or unmonitored.

Notice to Connext. Any notice to Connext under these Terms — including any notice of a dispute, claim, or breach — must be in writing and sent to support@connext.ms, and is effective only on actual receipt by Connext. Notice given to any other address, individual, or channel, including support chat, social media, or an account representative, is not effective notice under these Terms.

Electronic communications. You consent to receive all communications, agreements, notices, disclosures, and records from Connext electronically, and you agree that electronic delivery and electronic records and signatures satisfy any legal requirement that such communications be in writing or be signed.

17. Assignment, Waiver, Severability and Entire Agreement

You may not assign or transfer these Terms or your account, by operation of law or otherwise, without Connext's prior written consent, and any attempted assignment without that consent is void; Connext may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

No failure or delay by Connext in enforcing any provision is a waiver of that or any other provision, and no waiver is effective unless in writing and signed by Connext. Connext's decision not to enforce a provision in one instance does not waive its right to enforce it in any other. If any provision of these Terms is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable — or, if it cannot be, severed — and all remaining provisions shall remain in full force and effect. Section headings are for convenience only and do not affect interpretation, and these Terms shall not be construed against Connext as drafter.

Survival. The following survive termination or expiration of your account and these Terms: the definitions; Group Administrator Terms Sections 4 (Indemnification), 5 (Financial Responsibility), 7 (Your Content, Your Data, Your Decisions), 8 (Urgent and Time-Critical Notifications), and 9 (Acknowledgement of Limitations); and General Terms Sections 1 (No Guarantee of Delivery or Availability), 2 (Urgent and Time-Critical Communications), 3 (Platform Role), 4 (Disclaimer of Warranties), 5 (Limitation of Liability), 7 (Time Limit on Claims), 8 (No Third-Party Beneficiaries), 10 (Governing Law; Arbitration; Class Action Waiver), 13 (Intellectual Property), 14 (Account Security), 15 (Your Data), 16 (Notices), and this Section — together with any other provision that by its nature should survive.

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Connext with respect to your use of the platform and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether oral or written. No purchase order, procurement document, vendor form, RFP or RFP response, or other document issued by you modifies these Terms or adds any obligation, warranty, service level, or liability on Connext's part unless signed by an authorized officer of Connext, and any such additional or conflicting terms are expressly rejected.