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