Date of Last Revision: May 18, 2025
This binding addendum (this “Addendum”) is between Out The Mud Ventures, Inc. (“Vault,” “we,” “us,” or “our”) and Customer and supplements the Vault Terms of Service (the “Agreement”) between Vault and Customer. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to supplement and amend the Agreement as follows:
Subject to Vault’s then-current data import functionality and policies (including, without limitation, Vault’s requirements regarding form and formatting of imported data), Vault will ingest certain data, information and other materials uploaded, transmitted or otherwise provided to or through the Service by Customer, including without limitation pre-collected telephone numbers (collectively, “Data Imports”) so as to permit Customer to send messages. Customer hereby grants to Vault a non-exclusive license to host, copy, process, use, transmit and disclose all Data Imports as necessary to perform its obligations and exercise its rights under this Addendum and the Agreement.
Customer represents, warrants, and covenants that: (a) it owns or otherwise has all necessary rights to the Data Imports to grant to Vault all rights and licenses set forth herein; (b) Vault ingestion and use of Data Imports on or through the Service does not and will not violate Applicable Law, the AUP, or the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or other rights of any person or entity; (c) Customer will not upload or otherwise provide any Data Imports to the Service that contain any Restricted Data; (d) the upload, posting or other submission of Data Imports to the Service 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 Service; and (f) when using the Service to send messages, Customer will: (i) comply and maintain appropriate records to demonstrate its compliance with all Applicable Laws and the AUP; (ii) ensure the content of all messages complies with Applicable Laws and the AUP; (iii) send messages 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 Vault of all requests made by individuals to stop receiving messages from Vault on behalf of Customer; 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 Agreement will remain the sole responsibility and liability of Customer notwithstanding that Vault may offer templates, advice, guidance or suggestions relating to any of the matters that are Customer’s responsibility and notwithstanding that Vault may be engaged to provide services related to such responsibilities of Customer.
Customer will indemnify, defend and hold Vault, its affiliates, and their respective directors, officers, employees, agents, successors, and assigns (each, a “Vault Indemnitee”) harmless from and against any losses, damages, liabilities, debts, and expenses, including reasonable attorneys’ and experts’ fees that may be incurred by a Vault Indemnitee in relation to any demand, suit, cause of action or governmental/regulatory inquiry/proceeding arising from or relating to any (a) use of the Service by Customer in violation of this Addendum, the Agreement, Applicable Laws or the AUP; (b) breach Customer’s representations, warranties or covenants contained herein; (c) Data Imports uploaded, transmitted or otherwise provided to the Service and/or Vault use thereof in the exercise of its rights or performance of its obligations hereunder; or (d) allegation that Customer used the Service, or otherwise caused Vault, to send messages in violation of any Applicable Laws. Customer may not enter into any settlement on a Vault Indemnitee’s behalf without the Vault Indemnitee’s prior written consent. Each Vault Indemnitee shall have the right to employ separate counsel and participate in its defense at its sole expense.