Feature Terms 

1. Introduction and Purpose

These Feature Terms ("Feature Terms") supplement and form part of the Terms of Service or your Cloud Services Agreement with Customer.io, as applicable (the "Agreement"), between Peaberry Software, Inc. d/b/a Customer.io, including its parents, affiliates, and subsidiaries (collectively, "Customer.io," "we," "us," or "our") and you, the customer ("Customer," "you," or "your").

These Feature Terms govern your use of Customer.io's SMS messaging services ("SMS Services"), AI features and credits ("AI Features"), and beta or preview services ("Beta Services"), each as further described herein (collectively, the "Services").

Capitalized terms not defined in these Feature Terms will have the meanings set forth in your Sales Order Form or the Agreement. Certain defined terms used in these Feature Terms are defined in **Exhibit A (Definitions)**.

By using any of the SMS Services, AI Features, or Beta Services, you acknowledge that you have read, understood, and agree to be bound by these Feature Terms in addition to the Agreement. If there is any conflict between these Feature Terms and the Agreement, the Agreement will control unless these Feature Terms expressly state otherwise.

2. SMS Services

2.1 Compliance Requirements

2.1.1 General Compliance

You shall comply with all applicable laws, regulations, and industry guidelines related to SMS messaging, including but not limited to:

• The Telephone Consumer Protection Act (TCPA) and its implementing regulations;
• The Cellular Telecommunications Industry Association (CTIA) Messaging Principles and Best Practices;
• Mobile carrier requirements and acceptable use policies;
• Federal Trade Commission (FTC) regulations regarding unfair or deceptive acts or practices, including the Telemarketing Sales Rule;
• The CAN-SPAM Act or similar regulations, to the extent applicable to commercial SMS messages;
• State-specific laws and regulations governing SMS messaging; and
• Any other applicable laws or regulations.

2.1.2 Express Written Consent

• You must obtain express written consent from each End User prior to sending any SMS message through the SMS Services. Such consent must be documented and stored in a manner that complies with applicable laws and regulations.
• Express written consent must be obtained through a clear and conspicuous disclosure that specifically states:
  • The End User is authorizing you to send SMS messages using an automatic telephone dialing system;
  • The specific types of messages the End User will receive (e.g., marketing, transactional, informational);
  • The approximate frequency of messages (e.g., "up to 4 messages per month");
  • That message and data rates may apply;
  • That consent is not required as a condition of purchasing any property, goods, or services; and
  • Instructions on how to opt out of receiving future messages.

You shall not rely on express written consent obtained by a third party unless that consent specifically identified you by name as a sender of SMS messages and otherwise complies with the requirements of these Feature Terms and applicable law.

Sample Consent Language

When collecting consent via a form with a checkbox (must be unchecked by default):

"By checking this box, you agree to receive recurring automated promotional and personalized marketing text messages (e.g., cart reminders) from [Your Company Name] at the cell number used when signing up. Consent is not a condition of any purchase. Reply HELP for help and STOP to cancel. Msg frequency varies. Msg & data rates may apply. View [Terms] & [Privacy]."

When collecting consent via form submission:

"By submitting this form, you agree to receive recurring automated promotional and personalized marketing text messages (e.g., cart reminders) from [Your Company Name] at the cell number used when signing up. Consent is not a condition of purchase. Reply HELP for help and STOP to cancel. Msg frequency varies. Msg & data rates may apply. View [Terms] & [Privacy]."

2.1.3 Opt-Out Mechanisms

• Every SMS message you send must include clear and simple opt-out instructions, such as "Reply STOP to unsubscribe."
• You must honor all opt-out requests immediately and send a confirmation message acknowledging the opt-out request.
• You must maintain a list of all phone numbers that have opted out and ensure that no further messages are sent to those numbers.
• You must recognize and process the following opt-out keywords: "STOP," "CANCEL," "END," "QUIT," "UNSUBSCRIBE," "OPT-OUT," and "REVOKE."
• Opt-out requests must be processed free of charge to the End User without requiring additional steps beyond sending the opt-out keyword and should provide a final message confirming opt-out.

2.1.4 Message Content and Timing

• All SMS messages must clearly identify you as the sender in the message body.
• To avoid subscriber fatigue and potential compliance issues, you should adhere to these frequency best practices:
  • No more than one (1) marketing message per day to a single End User;
  • No more than four (4) marketing messages per week to a single End User;
  • No more than ten (10) marketing messages per month to a single End User; and
  • No more than three (3) SMS messages about the same subject within a 24-hour timeframe.
• SMS messages may only be sent between 8:00 AM and 9:00 PM in the recipient's local time zone. Note that some states may have more restrictive hours, such as Florida, Oklahoma, and Washington: 8:00 AM to 8:00 PM in the local time zone.
• In some instances, Customer.io's platform will automatically enforce these restrictions based on the recipient's area code or indicated time zone, but it is ultimately your responsibility to comply with these requirements.

2.2 Customer Responsibilities

2.2.1 10DLC Registration

• If you use 10DLC numbers for your SMS messaging, you must complete all required registration processes with The Campaign Registry and provide Customer.io with all necessary information to facilitate this registration.
• You must provide accurate and truthful information during the 10DLC registration process, including but not limited to:
  • Legal company name;
  • Physical business address;
  • Business website;
  • Business tax ID or EIN;
  • Authorized point of contact; and
  • Detailed use case information.
• You are responsible for maintaining the accuracy of your 10DLC registration information and must promptly notify Customer.io of any changes.
• You acknowledge that failure to properly register your 10DLC campaigns may result in message filtering, blocking, or other delivery issues.

2.2.2 Record Keeping

• You shall maintain accurate and complete records of all SMS messaging activities for a minimum of four (4) years after the last message is sent to the End User, including but not limited to:
  • Opt-in records with timestamps, the specific method of consent, and Express Written Consent;
  • The content of all messages sent;
  • Delivery receipts;
  • Opt-out requests; and
  • Any customer complaints or inquiries related to your SMS messages.
• You shall make these records available to Customer.io upon request, particularly in the event of an audit by Mobile Carriers or regulatory authorities.

2.2.3 Testing and Validation

• You shall validate all destination phone numbers before sending SMS messages to ensure they are valid mobile numbers.
• You shall test all message templates, links, and call-to-action mechanisms before deploying them to your full audience.

2.3 Prohibited Content and Activities

2.3.1 Prohibited Content (SHAFT)

You shall not send SMS messages that contain any SHAFT content (Sex, Hate, Alcohol, Firearms, Tobacco) or other prohibited content as detailed below and in Attachment A:

• Content related to illegal activities or products;
• Content that promotes or references illegal drugs, including cannabis or CBD products (even where legal under state law);
• Content related to tobacco, vaping, or e-cigarette products;
• Content related to alcohol, except where permitted by law and with proper age verification mechanisms in place;
• Content related to weapons, ammunition, or firearms;
• Content of a sexually explicit or pornographic nature;
• Content that promotes gambling or lottery services, except where permitted by law;
• Content that contains hate speech, harassment, or content that discriminates against protected classes;
• Content that is deceptive, misleading, or fraudulent;
• Content that impersonates another individual or entity; or
• Content that violates any intellectual property rights.

2.3.2 Prohibited Activities

You shall not engage in any of the following activities:

• Sending unsolicited messages to individuals who have not provided Express Written Consent;
• Purchasing, renting, or using third-party lists of phone numbers;
• Harvesting or scraping phone numbers from websites or other public sources;
• Sending messages to End Users who have opted out;
• Sending messages outside of permitted hours (8:00 AM to 9:00 PM in the recipient's local time zone);
• Using URL shorteners from free public services (e.g., bit.ly, tinyurl.com) that may trigger spam filters;
• Sending messages with excessive use of capital letters, special characters, or multiple exclamation points that may trigger spam filters;
• Sending messages that do not identify you as the sender;
• Sending messages that do not include opt-out instructions; or
• Attempting to circumvent carrier filters or other compliance mechanisms.

2.4 Data Security and Privacy

2.4.1 Shared Responsibility

• Data protection in SMS messaging follows a shared responsibility model. Customer.io is responsible for securing data within our systems and infrastructure, while you are responsible for the content you send and ensuring compliance with privacy laws applicable to your End Users.
• You acknowledge that SMS messages are not encrypted when transmitted over mobile carrier networks outside the Customer.io infrastructure. When messages leave the Customer.io systems, they enter the mobile carrier network where they may be subject to the technical limitations of the SMS protocol.
• Due to inherent limitations of the SMS protocol, you should not include sensitive personal information, financial data, or protected health information in the content of SMS messages.
• From time to time, telecommunication providers may change or modify their rules, requirements, and policies (collectively, "Carrier Policies"). We will make reasonable efforts to notify you of changes to Carrier Policies through, for example, email, in-app notifications, or technical documentation. You are responsible for complying with all Carrier Policies that apply to your use of the SMS Services.

2.4.2 Data Handling

Customer.io encrypts SMS-related data at rest and in transit within our systems using industry-standard encryption technologies.You acknowledge that by using this service, an additional subprocessor is added to the Customer.io subprocessor list as follows:Twilio, Inc. — A2P messaging (USA) https://www.twilio.com. You are responsible for implementing appropriate safeguards to protect End User data in your systems before transferring it to Customer.io. You shall maintain appropriate technical and organizational measures to protect personal data of End Users and to comply with applicable data protection laws.

2.4.3 International Messaging

• If you send messages to End Users outside the United States, you must comply with the applicable laws and regulations of both the United States and the recipient's country.
• Different countries have specific regulations governing commercial SMS messages. You are responsible for ensuring compliance with these country-specific requirements.
• Customer.io may block messages to certain countries or impose additional requirements for international messaging due to regulatory constraints.

2.5 Representations and Warranties

2.5.1 Customer Representations and Warranties

You represent and warrant that:

• You have all necessary rights, licenses, and permissions to use any content included in your SMS messages;
• You will not resell, sublicense, or timeshare the SMS Services, or use them on behalf of anonymous or other third parties;
• You will implement appropriate security measures to protect End User data; and
• You will comply with all provisions of these Feature Terms.

2.5.2 No Emergency Services

You acknowledge that:

• The SMS Services are not Integrated Public Alert and Warning System (IPAWS) eligible systems.
• The SMS Services are not intended for use in, or in association with, the operation of any hazardous environments or critical systems. You are solely responsible for liability that may arise in association with such use.
• The SMS Services do not support or carry emergency calling or messaging to any emergency services personnel or public safety answering points ("Emergency Services"), such as calls or texts to 911, and may not determine the physical location of your devices or your End Users, which may be required when contacting Emergency Services. You understand and agree that it is your responsibility to:
  • contact and access Emergency Services independently of Customer.io; and
  • inform all End Users of these limitations.
• (d) The SMS Services are not replacements for traditional telephone or mobile phone services, including but not limited to calling, texting, or contacting Emergency Services, and do not function as such.
• (e) You may not offer or purport to offer any Emergency Services using the SMS Services. "Emergency Services" means services that allow a user to connect with emergency services personnel or public safety answering points, such as 911 or E911 services.

2.6 Indemnification

2.6.1 Customer Indemnification Obligations

In addition to any indemnification obligations in the Agreement, you agree to defend, indemnify, and hold harmless Customer.io and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from or relating to:

• Your breach of any provision of these Feature Terms;
• Your failure to obtain proper Express Written Consent from End Users;
• Your failure to honor opt-out requests;
• Your violation of any laws, regulations, or industry guidelines related to SMS messaging;
• Any content included in your SMS messages; or
• Any allegation that your SMS messages constitute spam, contain prohibited content, or otherwise violate any third-party rights.

2.7 Term and Termination

2.7.1 Suspension of Service

In addition to any termination rights in the Agreement, Customer.io reserves the right to immediately suspend your access to the SMS Services, without notice, if:

• Customer.io receives complaints from End Users, Mobile Carriers, or regulatory authorities regarding your SMS messages;
• Your SMS messages generate abnormally high opt-out rates;
• Your SMS messages contain prohibited content or appear to be spam;
• You fail to maintain proper 10DLC registration, to the extent applicable; or
• Customer.io reasonably believes that your continued use of the SMS Services may result in harm to Customer.io, its systems, other customers, or End Users.

2.7.2 Effect of Termination

Upon termination or expiration of these Feature Terms or the Agreement:

• You shall immediately cease sending SMS messages through the SMS Services;
• You shall continue to honor opt-out requests received prior to termination;
• You shall continue to maintain all required records for the period specified in these Feature Terms; and
• Your indemnification obligations shall survive.

2.8 Carrier Information

2.8.1 Carrier Fees

Message and data rates may apply to messages sent through our platform. These rates are determined by the recipient's wireless carrier, not by Customer.io.

2.8.2 Supported Carriers

Our SMS Services are supported by major U.S. wireless carriers, including but not limited to AT&T, T-Mobile, Verizon, Sprint, and their affiliates. Delivery to other carriers cannot be guaranteed.

2.8.3 Carrier Requirements

Wireless carriers may impose additional requirements or restrictions on messages sent through our platform. Customer.io will make reasonable efforts to inform you of any such requirements.

Attachment A: Forbidden Use Cases

Certain types of messages are not allowed, and we take these restrictions seriously to maintain a safe and reliable messaging environment for all users. It is essential to refrain from engaging in the following activities listed in the table below. Please note that these forbidden use cases are not only related to the content of the message but the business type itself.

Additional Restrictions

Even if your specific use case is not listed as prohibited, certain message content may still be subject to restrictions. For instance, the use of shared or free public URL shorteners is not permitted and will lead to filtering. Ensure that when using a shortened URL it is company branded.

3. AI Features and Credits

The Customer.io platform services ("CIO Platform") may include features that use artificial intelligence, machine learning, or other algorithmic processes ("AI Features"). AI Features may generate, suggest, or assist in creating content (collectively, "Generated Content"). You acknowledge that portions of the CIO Platform may incorporate AI or automated processes without express designation.

Customer.io makes no representation or warranty regarding the accuracy, reliability, fitness, or non-infringement of any Generated Content. As between Customer.io and you, you own all right, title, and interest in Generated Content created through your use of the AI Features; provided, however, that Customer.io retains all rights in the underlying AI Features, models, and Services used to produce such content.

Your Responsibilities: You are solely responsible for reviewing, validating, and approving all Generated Content before use, regardless of whether such content is identified as AI-generated. You are responsible for all content sent, published, or distributed using the CIO Platform, including any Generated Content. Customer.io disclaims all liability arising from your reliance on or use of Generated Content.

AI Credits: AI credits may be purchased through the CIO Platform at the prices posted at the time of purchase. AI credits are non-refundable, non-transferable, and may not be exchanged for cash or applied to other fees. AI credits apply only to the base fees for AI Feature usage and do not offset any applicable taxes, duties, or surcharges.

Credit Consumption: Purchased AI credits are consumed on a per-use basis as determined by the applicable AI Feature. The number of credits consumed per action may vary by feature.

Credit Expiration: Unless otherwise specified at the time of purchase or in the applicable marketing material, unused AI credits do not expire. Upon termination or expiration of this Agreement for any reason, all unused AI credits are immediately forfeited, and no refund, credit, or other compensation will be provided.

Pricing and Conversion Rate Changes: Customer.io reserves the right to modify credit pricing, expiration periods, and the conversion rate between credits and AI Feature usage at any time by posting an update to the CIO Platform. Modified conversion rates apply to credits consumed after the update is posted, regardless of when the credits were purchased.

Availability: AI Features may be modified, suspended, or discontinued at any time. Availability, latency, and throughput of AI Features may vary and are subject to third-party dependencies outside Customer.io's control. AI Features may rely on third-party AI providers, and your use of AI Features is subject to any applicable usage policies or restrictions imposed by such providers, as communicated by Customer.io from time to time. Customer.io is not liable for any changes, limitations, or disruptions caused by third-party AI providers. Any service level commitments in this Agreement or an applicable Service Order do not apply to AI Features unless expressly stated otherwise.

Promotional Credits: Any promotional credits or discounts applied to AI Features are subject to the Promotional Credit and Discount Terms. In the event of a conflict between the Promotional Credit and Discount Terms and this section, the Promotional Credit and Discount Terms will govern with respect to the applicable promotional credit or discount.

In addition to the protections and commitments contained in the Agreement and DPA, the following principles apply to your Data in connection with AI Features:

• Opt-Out. While AI Features are enabled by default within the CIO Platform, you may disable AI Features for your account at any time through your Privacy, Data, & AI settings. When you disable AI Features, Customer.io will cease sharing your Data with AI-providing subprocessors. When AI Features are enabled, your Data is transmitted to an AI provider only when you or an authorized user of your account actively invokes an AI Feature; Customer.io does not transmit your Data to any AI provider in the background.
• No Third-Party Model Training. Customer.io's third-party AI providers are contractually prohibited from using your inputs or outputs to train their foundation models. Your Data is processed solely to deliver the AI Feature you requested.
• Data Segregation. All Data transmitted toCustomer.io's AI providers is logically segregated and firewalled within Customer.io's account under Customer.io's contractual terms with such providers.

AI Feature Restrictions: You will not use AI Features to:

• generate content that violates applicable law, including content that is deceptive, discriminatory, or that impersonates a natural person without disclosure;
• circumvent any content moderation, safety, or filtering mechanisms within the CIO Platform;
• generate content for use in regulated communications (including healthcare, financial, or legal advice) without independent professional review;
• systematically extract, scrape, or reverse-engineer the underlying AI models or training data; or
• generate content that violates our Acceptable Use Policy.

4. Betas and Previews

4.1

This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by Customer.io that are not yet generally available, including, but not limited to, any products, services, or features labeled "beta," "preview," "pre-release," or "experimental" (each, a "Beta Service").

4.2

You must comply with all terms related to any Beta Service as provided to you by Customer.io. Customer.io may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Service at any time. Customer.io may add, modify, or remove functionality, features, documentation, or other related aspects of any Beta Service at any time, and these aspects may be different from any generally available version of the applicable Beta Service. Service Level Agreements do not apply to Beta Services.

4.3

You may provide Customer.io with information relating to your access, use, testing, or evaluation of Beta Services, including observations or information regarding the performance, features, and functionality of Beta Services ("Test Observations"). Customer.io will own and may use and evaluate all Test Observations for its own purposes. You will not use any Test Observations except for your internal evaluation purposes of any Beta Service.

4.4

Customer.io may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by Customer.io. Unless otherwise communicated to you, any Beta Service made available to you is provided for evaluation purposes and should not be used for processing sensitive data. Notwithstanding anything to the contrary in the Agreement, after suspension or termination of your access to or use of any Beta Service for any reason:

• you will not have any further right to access or use the applicable Beta Service; and
• Your Content used in the applicable Beta Service may be deleted or inaccessible, and Your Content may not be migrated over to a generally available version of the applicable Beta Service.

4.5

Test Observations, suggestions concerning a Beta Service, and any other information about or involving (including the existence of) any Beta Service are considered Customer.io Confidential Information.

4.6

WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THESE FEATURE TERMS, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE FEATURE TERMS, [CUSTOMER.IO (http://customer.io/)] IS PROVIDING BETA SERVICES TO YOU "AS IS." [CUSTOMER.IO (http://customer.io/)] AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, [CUSTOMER.IO (http://customer.io/)] AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. [CUSTOMER.IO (http://customer.io/)]'S AND ITS AFFILIATES' AND LICENSORS' AGGREGATE LIABILITY FOR ANY BETA SERVICES WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY [CUSTOMER.IO (http://customer.io/)] UNDER THIS AGREEMENT FOR THE BETA SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

5. General Provisions

5.1 Modifications

Customer.io reserves the right to modify these Feature Terms at any time by posting a revised version on its website or by otherwise notifying you. Your continued use of the Services after such notification constitutes your acceptance of the modified Feature Terms.

5.2 No Legal Advice

Nothing in these Feature Terms constitutes legal advice. You are responsible for consulting with your own legal counsel to ensure compliance with all applicable laws, regulations, and industry guidelines.

5.3 Severability

If any provision of these Feature Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Feature Terms shall otherwise remain in full force and effect.

5.4 Governing Law

These Feature Terms will be governed by and construed in accordance with the laws of the State of Oregon, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of these Feature Terms will be finally settled by the state and federal courts located in Multnomah County, Oregon. Use of the CIO Platform is not authorized in any jurisdiction that does not give effect to all provisions of these Feature Terms, including without limitation, this section.

Exhibit A: Definitions

For the purposes of these Feature Terms, the following terms shall have the meanings set forth below:

• "A2P" means Application-to-Person messaging, which refers to SMS messages sent from an application, platform, or system to an individual's mobile device.
• "CTIA" means the Cellular Telecommunications Industry Association, a trade association representing the wireless communications industry that establishes guidelines for SMS messaging.
• "End User" means any individual who receives SMS messages sent by you through [Customer.io (http://customer.io/)]'s SMS Services.
• "Mobile Carrier" means any wireless telecommunications provider that enables the transmission of SMS messages to mobile devices.
• "MMS" means Multimedia Messaging Service, a messaging service that allows the transmission of multimedia content such as images, videos, or audio through mobile networks.
• "SHAFT" refers to prohibited content categories of Sex, Hate, Alcohol, Firearms, and Tobacco, which are restricted or prohibited by Mobile Carriers and governing regulations.
• "Short Code" means a 5 or 6-digit number used for high-volume SMS messaging.
• "SMS" means Short Message Service, a text messaging service component of most telephone, internet, and mobile device systems.
• "TCPA" means the Telephone Consumer Protection Act of 1991, a United States federal law that restricts telephone solicitations and the use of automated telephone equipment.
• "10DLC" means 10-Digit Long Code, a standard 10-digit phone number registered with Mobile Carriers for A2P messaging.