EFFECTIVE:  Jun 26, 2024

Messaging Terms of Service

(a)                     Message Content.  Client shall be wholly responsible for the content of any type of message (e.g., email, SMS) transmitted by Omeda’s platform at Client’s request pursuant to this Agreement and Client agrees that all content and other materials used or provided by Client or at Client’s request to Omeda for the uses set forth in this Agreement do not and will not infringe upon the rights of any third party, have been lawfully obtained, do not violate any confidentiality obligations, and comply with all applicable laws and industry practices. Client shall indemnify and hold Omeda harmless from and against any and all claims, damages, costs, expenses (including reasonable attorneys’ fees), liabilities, or obligations (collectively, “Claims”) incurred or suffered by Omeda in connection with the content of any message, including Claims stemming from allegations that the content of a message is defamatory, pornographic, or infringes upon the intellectual property rights of another.

(b)                    Spam.  Client agrees that all customer lists used or provided by Client or at Client’s request to Omeda for the uses set forth in this Agreement do not and will not infringe upon the rights of any third party, have been lawfully obtained, do not violate any confidentiality obligations, and comply with all applicable laws and industry practices. In addition, Client shall be solely responsible for ensuring that all contact information provided to Omeda, and to which Omeda is instructed to transmit messages pursuant to this Agreement, do not include anyone who has requested not to receive messages from Client of the type Omeda is instructed by Client to transmit, or otherwise “opted-out.” Client shall also be solely responsible for ensuring that each message transmitted pursuant to this Agreement contains the appropriate consent and unsubscribe mechanisms required under all applicable laws. Notwithstanding the foregoing, in the event that Omeda is maintaining Client’s database, Omeda shall be responsible for updating Client’s information to account for any persons who have communicated to Omeda a desire to opt-out of receiving certain types of, or any, future mass communications from Client. Client shall not have any liability to Omeda for Claims resulting from Omeda’s failure to properly update Client’s information as required by this Agreement.

(c)                     Violations.  Any violation of these Messaging Terms of Service by Client that materially affects Omeda’s ability to send messages on Client’s behalf or on behalf of Omeda’s other clients, shall be considered a material breach of this Agreement. If Omeda incurs damages which are directly and solely attributable to Client’s communication practices, Omeda shall be entitled to recover all such damages from Client.