PHONOVATION INTERACT SMS MESSAGING AGREEMENT

INTRODUCTION AND INTERPRETATION:

This is an Agreement for the provision of bulk SMS services by PHONOVATION (further details in respect of which are set out in Clause 6.7 and Schedule 2) (the "Services") to the Client for a continuous period (unless terminated in accordance with the terms of this Agreement).

The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

In the event that (i) either Party is required to enter into the Standard Contractual Clauses in accordance with Clause 11.2 in Schedule 1, and (ii) there is any conflict or ambiguity between any provision contained in this Agreement (including Schedule 1) and any provision contained in such Standard Contractual Clauses, the Standard Contractual Clauses shall take precedence.

1. OWNERSHIP AND LICENSING

1.1 Nothing in this Agreement is intended to effect an assignment by or to either Party of any intellectual property rights whether registered or unregistered or any applications for registration of such rights.

1.2 Nothing in this Agreement shall entitle one Party to use a logo or trademark or any intellectual property of the other Party, except as specifically set forth herein or with the prior express, written consent of PHONOVATION.

1.3 Client agrees that all intellectual property rights in the PHONOVATION Services shall remain with PHONOVATION and its licensors and except as expressly provided in this Agreement, no rights or licenses, express or implied, are hereby granted to Client in respect of the same; and in the case of Client, PHONOVATION agrees that all intellectual property rights in the Client Elements (as defined in Clause 3.1) shall remain with the Client and its licensors and except as expressly provided in this Agreement no rights or licenses, express or implied, are hereby granted to PHONOVATION in respect of the same.

2. CONFIDENTIAL INFORMATION

All Confidential Information disclosed by either Party to the other Party, during the term of the Agreement and for a period of three (3) years thereafter, shall not be used by the receiving Party except in connection with the activities contemplated by this Agreement, shall be maintained in confidence by the receiving Party and shall not otherwise be disclosed by the receiving Party to any other person, firm or agency, governmental or private, without the prior written consent of the disclosing Party. The obligation of confidentiality and non-disclosure shall not apply to such portion of the Confidential Information which (a) is or becomes generally available to the public other than as a result of disclosure by the receiving Party or its employees, representatives or agents; or (b) becomes available to the receiving Party on a non- confidential basis from a third party (unrelated to the receiving Party) which is entitled to disclose it; or (c) was known to the receiving Party on a non-confidential basis prior to its disclosure to the receiving Party by the disclosing Party; or (d) is independently developed or generated by the receiving Party without use of Confidential Information of the disclosing Party; (e) is required to be disclosed by law or court order; provided that the Party required to disclose Confidential Information under this clause (e) shall provide reasonable advanced notice to the other Party and shall permit such Party to oppose or limit the scope of such disclosure. "Confidential Information" means information which the disclosing Party desires to protect against unrestricted disclosure or competitive use by the receiving Party and which is clearly identified as confidential to the receiving Party. Confidential Information includes, but is not limited to, information concerning business methods and rates, business plans, client information and information concerning the technology and know-how of a Party. Confidential Information may include proprietary or confidential information of third parties that have granted licenses to the disclosing Party.

3. WARRANTIES AND UNDERTAKINGS

3.1 WARRANTIES AND UNDERTAKINGS OF CLIENT: Client represents and warrants and undertakes that, (a) to the best of its knowledge, the Client brand, the Client content and the web interface associated with the Client (collectively, the "Client Elements") do not and will not infringe or violate the intellectual property rights of any third party, (b) Client Elements will not (i) violate any law or regulation; (ii) be defamatory, obscene, harmful; or (iii) contain any viruses, trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, (c) it shall make no representation or warranty on behalf of PHONOVATION to any Client User (“Client User” means a user of the Client’s services or customer of the Client or individual to whom the Client wishes bulk SMS to be sent via the Services) concerning the Services.

3.2 WARRANTIES AND UNDERTAKINGS OF PHONOVATION: PHONOVATION warrants and undertakes that, (a) to the best of its knowledge, the PHONOVATION brand and the PHONOVATION content associated with the Services (collectively, the "PHONOVATION Elements") do not and will not infringe or violate any intellectual property rights of any third party and (b) the PHONOVATION Elements will not (i) violate any law or regulation; (ii) be defamatory, obscene, harmful; or (iii) contain any viruses, trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Client's sole remedy and PHONOVATION’s sole liability for breach by PHONOVATION of the foregoing warranties shall be as set forth in Section 4 below.

3.3 DISCLAIMER; OTHER THAN THE FOREGOING AND THE WARRANTIES SET OUT IN SCHEDULE 1, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO ITS SERVICES, BRANDS, CONTENT OR OTHERWISE, AND EACH PARTY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA OR INFORMATION PROVIDED THROUGH ITS SERVICES AND NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PHONOVATION SERVICES ARE PROVIDED "AS IS" AND PHONOVATION EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY OR ANY OTHER ASPECT OF ITS SERVICES. PHONOVATION AND ITS SUPPLIERS MAKE NO WARRANTY THAT THE USE OF THE PHONOVATION SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DO PHONOVATION OR ITS SUPPLIERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PHONOVATION SERVICES.

4. INDEMNIFICATION

4.1 INDEMNIFICATION: Each Party shall defend the other Party from and against all third party claims, suits and proceedings brought against the other Party, and will pay all final judgments awarded or settlements entered into on such claims, to the extent such claim arises from a breach of its warranties and undertakings set forth in Clause 3 of this Agreement.

4.2 INDEMNIFICATION PROCEDURE: As a condition of each Party's obligations under this Section, the Party to be indemnified hereunder agrees to (a) promptly notify the indemnifying Party in writing of any indemnifiable claim, and all threats, claims and proceedings related thereto, (b) give the indemnifying Party the opportunity to defend or negotiate a settlement of any such claim at its expense, except that the indemnifying Party shall not enter into any settlement that imposes any executory obligation on the indemnified Party (beyond the payment of money in settlement of the claim) and does not unconditionally release the indemnified Party without the indemnified Party's prior written approval, and (c) co-operate fully with the indemnifying Party in defending or settling such claim at the indemnifying Party's expense. Each Party reserves the right, at its own expense, to participate in the defense of any claim subject to indemnification hereunder.

5. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY (WHETHER ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE) FOR AGGREGATE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE EXCEED TWENTY FIVE PERCENT (25%) OF THE TOTAL FEES ARISING HEREUNDER IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE), INCLUDING LOSS OF PROFITS, REVENUE, OR FOR INTERRUPTED COMMUNICATIONS, INCURRED BY EITHER PARTY IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS THE LIABILITY OF EITHER PARTY (I) FOR DEATH OR PERSONAL INJURY CAUSED BY EITHER PARTY'S NEGLIGENCE OR FRAUDULENT MISREPRESENTATION, OR (II) IN RESPECT OF THE INDEMNITY IN CLAUSE 14.1 OF SCHEDULE 1.

6. SERVICE USAGE

6.1 SPAM, ABUSIVE OR INAPPROPRIATE CONTENT: PHONOVATION shall not be held responsible for messages sent through the portal by Client or Client User’s. This includes but is not limited to messages via PHONOVATION which are (a) unsolicited, for example where the recipient has not requested or consented to the message or where the message or originator is as such that the sender cannot be easily identified; or (b) contains content that includes spyware, viruses, worms, trojan horses, adware or other malware, or exposes the recipient to such programs in an indirect way; or (c) contains content deemed illegal by Irish law and/or the law of the recipient's country; or (d) is offensive, abusive, defamatory, threatening, indecent, menacing, misleading or discriminatory, or otherwise intended to cause distress, annoyance, inconvenience, worry or upset to the recipient; or (e) contains copyright works, trademarks or other intellectual property without the written permission of the rights holder; or (f) may bring the name of PHONOVATION into disrepute.

6.2 SECURITY AND PRIVACY: Client shall be responsible for keeping account and connection credentials secure and private, for choosing passwords of strong enough complexity, and for implementing IP address based access controls where applicable. PHONOVATION shall not be liable for any indirect, incidental, special or consequential damages arising from any intrusion of Client’s online customer account or the unauthorized use of Client’s credentials, including (without limitation) loss of profits, loss of revenue, or interrupted communications. Client acknowledges that messages will be transmitted over the PHONOVATION platform in an unencrypted format. PHONOVATION may disclose any messages transmitted over the PHONOVATION platform to the extent permitted by law to protect PHONOVATION’s rights or property, including (without limitation) to protect the operation of the PHONOVATION platform, or to comply with the law or regulatory enquiries or requirements.

6.3 To the extent that PHONOVATION Processes (as defined in Schedule 1) any Personal Data (as defined in Schedule 1) on behalf of the Client in the course of providing the Services, the provisions set out in Schedule 1 shall apply to such Processing.

6.4 HTTP(S) CLIENT REQUESTED POLLING FREQUENCY: Client shall not poll for incoming delivery reports or incoming messages more frequently than once every 10 seconds, unless the response of the previous poll contains the maximum 100 delivery reports or incoming messages. To protect data in transit HTTPS is required.

6.5 SOURCE AND DESTINATION ADDRESSES: Where applicable to do so, Client acknowledges that correct source address Type Of Number (TON) and Number Plan Indicator (NPI) settings, and correct source and destination address formatting, according to GSM specification, must be set for each message submitted to PHONOVATION. Client acknowledges that failure to correctly set such settings and formatting may result in message delivery failure or the incorrect representation of the source address when it is displayed on the receiving device. PHONOVATION shall not be responsible for checking or modifying above-mentioned settings or formatting.

6.6 STREAMING PERSON TO PERSON ROUTING: Upon request of Client, PHONOVATION may at its sole discretion assign “Streaming Person to Person” routing to a specific Client service username. Client acknowledges the following in consideration with all messages submitted to PHONOVATION via such a service username:

6.7 PERSONAL ACCOUNTS: Personal accounts automatically utilise “Streaming Person to Person” routing on all configured service usernames. If Client account is a Personal account, Client agrees to all points in section 6.5 of this Agreement.

6.8 ABUSE: An “Abuse of Services” section in Client's online customer account shall describe the only acceptable uses of each Services by Client. Where the Services are accompanied by documentation or a specification, Client agrees that use of the Services shall be restricted to the confines of that documentation or specification. Where the Services are accompanied by software, either provided by download to Client to operate locally or hosted online by PHONOVATION, Client agrees that use of the Services shall be restricted to the confines of the provided software only and that it shall not modify or circumvent, or seek to modify or circumvent, or reverse engineer the provided software in any way. Only PHONOVATION shall define what constitutes the abuse of the Services, and shall notify Client if it believes abuse of the Services is taking, or has taken, place. Abused Services shall be deactivated until Client resolves the incident to the satisfaction of PHONOVATION.

ANY ATTEMPT BY CLIENT TO INFLUENCE THEIR ACCOUNT IN ORDER TO ACHIEVE GAIN TO WHICH THEY ARE NOT ENTITLED, INCLUDING BUT NOT LIMITED TO EXPLOITING UNDOCUMENTED FEATURES OF AN ACCOUNT OR SERVICE, SHALL RESULT IN THE IMMEDIATE SUSPENSION OF CLIENT'S ACCOUNT. CLIENT IS LIABLE TO REPAY PHONOVATION FOR THE FULL AMOUNT OF THE VALUE OF ANY IMPROPER GAIN, WHICH SHALL BE DETERMINED BY PHONOVATION.

7. BILLING

7.1 CHARGES: Client shall pay PHONOVATION at the applicable rate (without limitation): a) Our charges for all submitted messages using any delivery method irrespective of message delivery status, b) Our charges for any submitted HLR Lookup queries, c) any applicable payment processor transaction fees, and e) any applicable Value Added Tax. Payment terms are 30 days from date of invoice.

Rates agreed are as follows for Bulk SMS

BULK SMS RATES

• Volume per month - 0,000
• Standard Rate - €0.047
• Priority Rate - €0.063
• Agreed Rate - €0.000

7.2 PRE-PAYMENT: All charges are payable in advance and Client cannot use the Services until Client’s payment has been received unless through other agreement with PHONOVATION. Client shall pay PHONOVATION by bank transfer, “PayPal”, or the credit card processor “Realex”. Other payment methods may be accepted at the sole discretion of PHONOVATION on a case-by-case basis (see 7.1).

7.3 RECEIVED PAYMENTS: In the case of payment by bank transfer, payment shall be deemed to have been received as soon as PHONOVATION has confirmed that the correct amount has been deposited in the agreed currency in the agreed PHONOVATION bank account. In the case of payment by “PayPal”, or “Realex”, credit card payment is deemed to be received after any applicable authorization and funds capture is successful, and PHONOVATION has accepted the transaction. Client must allow reasonable time for payments to be received and any anti- fraud checks to be carried out. PHONOVATION shall notify Client by email once a payment has been received.

7.4 PAYMENT PROVIDER NOTIFICATIONS: Any notifications of payment authorisation received by Client from payment providers including (without limitation); “PayPal”, or “Realex”, shall not indicate a received payment. Acceptance of a Client transaction is at the sole discretion of PHONOVATION.

7.5 PAYMENT TRANSACTION FEES: Client shall pay any applicable transaction or currency exchange fees levied by the Client’s bank, Client’s payment partner, or any intermediate banks or financial institutions that are incurred when making a payment to PHONOVATION.

7.6 PAYMENT PROVIDER PROCESSING FEES: PHONOVATION reserves the right to charge processing fees on payments that are made via payment providers. Client shall be notified of any processing fees during the payment process and shall be asked to confirm the total amount to be charged before any payment is submitted. Once a payment has been submitted to a payment provider, Client should be notified of the total amount to be authorised by email, from the payment provider. Note that this authorization email is outside of the control of PHONOVATION and therefore PHONOVATION cannot guarantee its delivery to Client. Only the total payment amount prior to any processing fees or applicable taxes shall be credited to Client’s balance with PHONOVATION. Processing fees shall not appear as an item or as part of the total or sub-total in any invoice or balance sheet produced by PHONOVATION. An invoice marked as “Paid” shall be automatically generated when a credit card payment completes. This invoice may be downloaded from the billing section within the online customer account.

7.7 PAYMENT BY BANK TRANSFER: Payment by bank transfer must be initiated by the creation of an invoice. An invoice may be created by PHONOVATION or Client and in both cases, it must be paid within 30 (thirty) days of date of the invoice, unless otherwise agreed. Failure to pay any amount when due shall constitute a breach of these terms. A payment reference shall be included in the invoice that must be quoted in the payment transfer details when payment is made. It is the responsibility of Client to pay to the correct bank account matching the agreed currency.

7.8 CLIENT’S PAYMENT RESPONSIBILITY: If payment is made by credit card and PHONOVATION does not receive funds from the credit card issuer or payment provider, Client is responsible for paying all amounts due to PHONOVATION, on demand. Client should refer to agreement with Client’s credit card issuer to view rights and obligations as a cardholder.

7.9 FREE TRIALS AND TESTING CREDIT: At the discretion of PHONOVATION, free trial periods or testing credit may be issued for which no charges shall apply. Such free trial periods and any testing credit is intended for Client to test the capabilities of the Services. During such periods, all the terms in this Agreement apply.

7.10 CURRENCY BALANCE: Payments received from Client shall be deposited as a currency balance in Euro (EUR). All charges shall be deducted from this balance in the same currency. Every service on an account shall deduct charges from the same balance.

7.11 NO RIGHT TO EARN INTEREST: Client shall not be entitled to earn interest on any currency balance held with PHONOVATION.

7.12 CREDIT BALANCE EXPIRY: Client shall use deposited funds within 365 days from the date that payment was received by PHONOVATION. PHONOVATION may extend this period on a case-by-case basis at its sole discretion.

7.13 MESSAGE CHARGES PHONOVATION: Charge for each submitted message consisting of up to 140 bytes of payload data, after any applicable GSM encoding has been performed. Messages containing more than 140 bytes of payload data, after any applicable GSM encoding, shall be automatically split and concatenated by PHONOVATION, and each resulting part shall be charged for as a separate message. PHONOVATION charge variable message rates based on the destination network that a message is sent to. Destination network shall be determined by the destination number prefix as recorded by the national numbering plan for said destination country, regardless of the current network that the number may be subscribed to. Message charges shall be deducted from Client’s credit balance immediately upon message submission. Current message rates may be viewed from within the PHONOVATION online customer account.

7.14 PRICING AND COVERAGE CHANGES: From time to time PHONOVATION shall issue changes to Client’s message pricing and coverage, where changes can include: a) the addition of destination networks, b) the removal of destination networks, or c) the modification of price of destination networks. Such changes shall be communicated via email to Client’s billing contact(s), or primary contact(s) if no billing contact(s) is/are available, and shall be effective within 30 days of notice. Pricing and coverage changes shall be considered as communicated to Client at the time the email is recorded as sent by PHONOVATION. PHONOVATION shall not be liable for any indirect, incidental, special or consequential damages arising from pricing and coverage changes, including (without limitation) loss of profits, revenue, or interrupted communications, even if Client has not received the pricing and coverage changes communication.

7.15 CREDIT LIMITS: There is no automated credit limit on this account.

7.16 OVERDUE PAYMENTS: PHONOVATION shall clearly state the payment terms on all invoices issued to Client. Where the payment term is "Immediate", the invoice shall be considered overdue if payment has not been received by PHONOVATION within 7 days. Details of invoices for which payment has not yet been received shall be made available by PHONOVATION to Client in the billing section of Client’s online customer account.

7.17 MESSAGE STATISTICS: PHONOVATION shall record the number of messages successfully submitted by Client each day from 00:00:00 up until and including 23:59:59 Irish time (GMT + 0 or GMT + 1 when observing BST), along with the associated destination country, destination network, and charged price. Statistics for the previous day shall be verified automatically each night to ensure a) that each submitted message has been assigned a unique identification number, and b) that each submitted message has been successfully assigned to an outgoing connection for onward delivery. Client shall not be charged for any message that does not satisfy both of the above-mentioned criteria. Long messages (exceeding 140 bytes after GSM encoding, if necessary) that are automatically split and concatenated by PHONOVATION shall be recorded as a single message where the charge reflects the sum of the charges for each resulting message part, in order to bring to the attention of Client that long messages have been submitted to PHONOVATION.

7.18 MESSAGE STATISTICS DISPUTES: In the event of an imbalance between message statistics recorded by Client and messages statistics recorded by PHONOVATION, Client shall notify PHONOVATION within 7 days of the date that the imbalance refers to. PHONOVATION shall investigate each reported imbalance and shall notify Client within 7 days of receiving the notification from Client, as to whether an adjustment to Client’s currency balance is necessary. PHONOVATION reserves the right to decline to investigate a message statistics imbalance reported after 7 days of the date that the imbalance refers to.

8. TERMINATION

7.1 CHARGES: Client shall pay PHONOVATION at the applicable rate (without limitation): a) Our charges for all submitted messages using any delivery method irrespective of message delivery status, b) Our charges for any submitted HLR Lookup queries, c) any applicable payment processor transaction fees, and e) any applicable Value Added Tax. Payment terms are 30 days from date of invoice.

8.1 EARLY TERMINATION: This Agreement shall be in place on a rolling 12 month basis. Client may cancel the Services and close its account with 30 days’ notice at its discretion and incur no penalties. The Agreement may be terminated by either Party in the event that the other Party has breached any material obligation under this Agreement (unless that breach arises from any of the special circumstances set out in Section 9.6 of this Agreement), and such breach is not remedied within sixty (60) days for non-monetary breaches or within five (5) days for monetary breaches of the breaching Party's receipt of the non-breaching Party's written notice specifying the breach in reasonable detail and demanding its cure. Except as explicitly set forth elsewhere in this Agreement, the foregoing rights of termination shall be in addition to and not in lieu of any other legal or equitable remedies that the terminating Party may have.

8.2 EFFECT OF TERMINATION: Return of Confidential Information. Within thirty (30) days following any expiration or termination of the Agreement, each Party shall return the Confidential Information of the other Party and shall delete all copies of such Confidential Information from any computer storage; provided that neither Party will be required to delete copies of Confidential Information that are included within a backup or archival copy of such Party's computer systems made in the ordinary course of business.

8.2.2 Survival. The provisions of the Sections of the Agreement entitled Ownership and Licensing, Confidential Information, Warranties and Undertakings, Indemnification, Limitation of Liability, Effect of Termination and Miscellaneous, Schedule 1 (to the extent that such provisions are capable of applying post-termination of the Agreement) as well as any accrued payment obligations under Section 7 (Billing), shall survive any termination or expiration of this Agreement.

8.3 RETURN OF PREPAYMENT: In the event of a price increase from PHONOVATION or a loss of service or features to a required destination, Client has the right to terminate the Agreement and any unused positive credit balance shall be refunded to Client. PHONOVATION shall not refund service setup or service rental charges. PHONOVATION shall retain any costs incurred as a result of making payment to Client including (without limitation): bank transfer charges, currency conversion charges, and payment processor charges. Sales Tax or Value Added Tax shall be added to the total repayment amount if applicable.

9. MISCELLANEOUS

9.1 RELATIONSHIP OF THE PARTIES: Notwithstanding any provision hereof, for all purposes of the Agreement each Party shall be and act as an independent contractor and not as an employee, employer, partner, joint venture or agent of the other and shall not bind nor attempt to bind the other to any contract, liability or obligation of any kind.

9.2 NON-SOLICITATION: Both Parties agree that, during the term of this Agreement and for two (2) years after its termination, they will not directly or indirectly employ or offer employment to any person who was employed by the other Party unless such person shall have ceased to be employed by the respective Party for at least six (6) months.

9.3 ASSIGNMENT: Neither Party may assign this Agreement in whole or in part without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement upon notice to the other Party in connection with a merger, reorganisation, consolidation, re-incorporation, or sale of all or substantially all assets or all the capital stock of the Party. This Agreement shall be binding upon and inure to the benefit of any successors and assigns.

9.4 AMENDMENT OR MODIFICATIONS: Any amendments or modification of any provision hereof must be in writing, dated, and communicated to both Parties.

9.5 NOTICES: Any communication, consent or notice required or permitted by the Agreement to be given to the other Party shall be in writing and shall be deemed given upon (a) 72 hours from the date of posting in the case of pre-paid recorded delivery or registered post (b) delivery by a nationally recognised express delivery service (or by an internationally recognised express delivery service in the case of an address for service outside of the United Kingdom or (c) receiving an email to an email address registered on Client’s online customer account from a PHONOVATION email address.

9.6 FORCE MAJEURE: Neither Party will be liable for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including acts or omissions of government or military authority, acts of God, shortages of materials, telecommunications failures (including any systemic Internet failures and any interruptions in services of Internet or mobile service providers or operators), transportation delays, earthquakes, fires, floods, labour disturbances, riots or wars.

9.7 WAIVER: No failure by either Party to insist upon the strict performance of any covenant, duty, agreement or condition hereof or to exercise any right or remedy consequent upon a breach hereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

9.8 COUNTERPARTS: This Agreement may be executed in counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.

9.9 GOVERNING LAW AND JURISDICTION: Each Party irrevocably agrees to submit to the law and non-exclusive jurisdiction of the courts of the Irish Republic over any claim or matter arising under or in connection with the Agreement or the legal relationships established by the Agreement.

9.10 SEVERABILITY: If any provision hereof should be held invalid, illegal or unenforceable in any respect in any jurisdiction, then, to the fullest extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the Parties as nearly as may be possible and (b) such invalidity illegality or un-enforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

9.11 EXPORT CONTROL: Client shall comply with all relevant import and export laws, rules and regulations affecting the PHONOVATION Services or any portion of the PHONOVATION Services including, without limitation those applied by the Republic of Ireland. Regardless of any disclosure made by Client to PHONOVATION of the destination of the PHONOVATION Services, Client will not export or re-export, directly or indirectly, the PHONOVATION Services without first obtaining all written consents or authorisations which may be required by any such laws, rules or regulations.

9.12 BUSINESS HOURS (9am to 5pm) SUPPORT CONTACT: All PHONOVATION Services feature complementary technical support and customer care. If Client has a question or issue that cannot be answered or resolved via the extensive Support Area, Client can submit a ticket to PHONOVATION’s support desk to request further assistance. To qualify for support, Client shall submit the request via the Support section in the PHONOVATION online customer account. Client shall provide a detailed account of the request, including full destination mobile numbers in International format where appropriate, in order to facilitate the efficient handling of the request by PHONOVATION. Responses shall be provided to Client only via the email address provided by Client at the time of submitting the ticket. Client may follow-up emailed responses made by PHONOVATION by replying to them, providing the reply directly relates to the primary issue reported in the original ticket. PHONOVATION shall deny the provision of assistance via this system, which may include the blocking of Client email addresses from it, if Client is disrupting the support system by using an email address featuring an auto-response mechanism and/or stripping out or changing the subject of an email follow-up, therefore orphaning the follow-up from the related ticket.

SCHEDULE 1 – DATA PROCESSING TERMS

1. Definitions

9.1 RELATIONSHIP OF THE PARTIES: Notwithstanding any provision hereof, for all purposes of the Agreement each Party shall be and act as an independent contractor and not as an employee, employer, partner, joint venture or agent of the other and shall not bind nor attempt to bind the other to any contract, liability or obligation of any kind.

1.1 The following definitions and rules of interpretation apply in this Schedule. Appropriate Technical and Organisational Measures: has the meaning given to such term in Data Protection Legislation (including, as appropriate, the measures referred to in Article 32(1) of the GDPR).

Authorised Person: the personnel authorised on Your behalf to provide instructions to Us in relation to the Processing provisions in this Schedule.

Business Day: a day other than a Saturday, Sunday or public holiday in Ireland when banks are open for business.

Business Purpose: the provision of the Services.

Data: any data or information, in whatever form, including but not limited to images, still and moving, and sound recordings.

Data Controller: has the meaning given to such term in Data Protection Legislation.

Data Processor: has the meaning given to such term in Data Protection Legislation.

Data Protection Legislation: means the Data Protection Acts 1988 and 2003 and Directive 95/46/EC, any other applicable law or regulation relating to the Processing of Personal Data and to privacy (including the E-Privacy Directive and implementing legislation in Ireland), as such legislation shall be amended, revised or replaced from time to time, including but not limited to by operation of the GDPR (and laws implementing or supplementing the GDPR).

Data Protection Officer: a data protection officer appointed pursuant to Data Protection Legislation.

Data Subject: an individual who is the subject of Personal Data (including any User).

Delete: to remove or obliterate Personal Data such that it cannot be recovered or reconstructed.

EEA: European Economic Area.

GDPR: General Data Protection Regulation (EU) 2016/679.

Normal Business Hours: 9.00am to 5.00 pm GMT on a Business Day.

ODPC: Office of the Data Protection Commissioner, Canal House, Station Road, Portarlington, Co. Laois, R32 AP23, Ireland.

Our System: any information technology system or systems owned or operated by Us to which Your Data is delivered or accessed by Us or on which the Services are performed.

Personal Data: has the meaning set out in Data Protection Legislation and relates only to personal data, or any part of such personal data, in respect of which You are the Data Controller, and in respect of which We are the Data Processor.

Personal Data Breach: means any “personal data breach” as defined in the GDPR in respect of the Personal Data which is caused by Us.

Processed Data: any of Your Data that has been Processed by Us.

Processing: has the meaning given to such term in Data Protection Legislation, and Processed and Process and Processing shall be interpreted accordingly.

Representatives: a Party’s employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services.

Restricted Transfer: any transfer of Personal Data to countries outside of the European Union which are not subject to an adequacy decision by the European Commission, where such transfer would be prohibited by Data Protection Legislation.

Security Features: any security feature, including any encryption, pseudonymisation, key, PIN, password, token or smartcard.

Specific Instructions: instructions meeting the criteria set out in Clause 2.1 of this Schedule.

Standard Contractual Clauses: the contractual clauses dealing with the transfer of Personal Data outside the EEA, which have been approved by (i) the European Commission under Data Protection Legislation, or (ii) by the ODPC or an equivalent competent authority under Data Protection Legislation.

Sub-processor: has the meaning given to such term in Clause 12.1 of this Schedule.

Term: the duration of the provision of the Services, as set out in Clause 8 of this Agreement.

Users: end-users of Your goods/services.

Your Data: the Personal Data provided by You or any User to Us or accessed by Us on Your System in the course of providing the Services, and any other Personal Data Processed by Us (as Data Controller) on behalf of You.

Your System: any information technology system or systems or file owned or operated or provided by You on which Your Data is located or accessed by Us or on which the Services are performed.

2. Services

2.1 We shall not act on any specific instructions given by You from time to time during the Term in respect of Processing unless they are:

2.2.1 in writing sent by email to your designated account manager and/or by email to orders@phonovation.com (including by electronic means via www.interactsms.com); and

2.2.2 given by an Authorised Person.

2.3 We shall Process Your Data for the Business Purpose only and in compliance with Your instructions from time to time, which may be:

2.3.1 Specific Instructions; or

2.3.2 the general instructions set out in this Agreement unless required to do otherwise by law, in which case, where legally permitted, We shall inform You of such legal requirement before Processing.

2.4 The types of Personal Data to be Processed pursuant to this Agreement shall include (but shall not be limited to) Personal Data uploaded by You or Users to Your System, and may be any information, data or materials provided or utilized by You or Users on Your System, including, without limitation, User credentials, names, phone numbers, email addresses, postal addresses, dates of birth and any other Personal Data contained on Your System; and the categories of Data Subject to whom such Personal Data relates shall include You (if you are an individual) and Users.

2.5 The Parties shall use reasonable efforts to establish connectivity between Our System and Your System. Each Party shall bear its own costs of establishing that connectivity. You shall promptly after the date of this Agreement transfer the Your Data from Your System to Our System for Processing in accordance with this Agreement. Your Data may also be accessed by Us through the following: Website, API or Management Portal via excel uploads, CRM Lists, regular lists, Data Capture exports, integration with Your System (CRM Data), SMPP.

2.6 For the purpose of regular and systematic communications with Data Subjects, You shall transfer Your Data on a regular basis, either as an ad-hoc procedure at any moment in time, or by regular (daily, weekly, monthly) file uploads, API calls or other automated procedures. You shall make available both normal and secure channels for the purpose of the transfer of Your Data by You. It is entirely dependent on the communication channel Your System is able to communicate with. To secure data in transit Your System shall use a secure channel for the transfer of Your Data, either HTTPS, Secure FTP (SFTP) or similar secure transmission protocol.

3. Parties' obligations

3.1 We shall:

3.1.1 only make copies of Your Data to the extent reasonably necessary for the Business Purpose (which, for clarity, may include for generating logs in relation to your use of the Services, back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing the Services, as well as temporary copies needed to provide customer support which will be purged immediately after the support is provided and the ticket is closed; and

3.1.2 not extract, reverse-engineer, re-utilise, use, exploit, redistribute, re-disseminate, copy or store Your Data other than for the Business Purpose.

3.2 We shall notify You in writing without delay of any situation or envisaged development that shall in any way change the ability of Us to Process Your Data as set out in this Agreement.

3.3 We shall, at Your cost and taking into account the nature of Our Processing of Personal Data, promptly comply with any written request from You requiring Us to amend, transfer or Delete any of Your Data. In the event of a request to Delete Your Data, We shall be entitled to keep one archived copy of Your Data for the period within which You may potentially make any claim against Us in respect of this Agreement or the Services or for the period for which we are legally required to retain such Personal Data, plus one additional year.

3.4 At Your request and cost, We shall provide to You a copy of all Your Data held by Us in a commonly used format.

3.5 At Your request and cost, taking into account the nature of Our Processing of the Personal Data and the information available, We shall provide to You such information and such assistance as You may reasonably require, and within the timescales reasonably specified by You, to allow You to comply with Your obligations under Data Protection Legislation, including but not limited to assisting You to:

3.5.1 comply with Your own security obligations with respect to the Personal Data;

3.5.2 discharge Your obligations to respond to requests for exercising Data Subjects’ rights with respect to the Personal Data;

3.5.3 comply with Your obligations to inform Data Subjects about serious Personal Data Breaches;

3.5.4 carry out data protection impact assessments and audit data protection impact assessment compliance with respect to the Personal Data; and

3.5.5 the consultation with the ODPC following a data protection impact assessment, where a data protection impact assessment indicates that the Processing of the Personal Data would result in a high risk to Data Subjects.

3.6 Any proposal by Us to in any way use or make available Your Data other than as provided for pursuant to this Agreement shall be subject to prior written approval of You.

3.7 You acknowledge that We are under no duty to investigate the completeness, accuracy or sufficiency of (i) any instructions received from You, or (ii) any of Your Data.

3.8 You shall:

3.8.1 ensure that You are entitled to transfer Your Data to Us (or give Us access to same) so that We may lawfully process and transfer (if applicable) Your Data in accordance with this Agreement;

3.8.2 ensure that the relevant Data Subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by Data Protection Legislation;

3.8.3 notify Us in writing without delay of any situation or envisaged development that shall in any way influence, change or limit the ability of Us to Process Your Data as set out in this Agreement;

3.8.4 ensure that Your Data that You instruct Us to Process pursuant to this Agreement is:

• (a) obtained lawfully, fairly and in a transparent manner in relation to the Data Subject (including in respect of how consent is obtained);
• (b) collected and processed for specified, explicit and legitimate purposes, and not further processed in a manner incompatible with those purposes;
• (c) adequate, relevant and limited to what is necessary in relation to the purposes for which it is processed;
• (d) accurate, and where necessary kept up to date;
• (e) erased or rectified without delay where it is inaccurate, having regard to the purposes for which they are processed;
• (f) kept in a form which permits identification of Data Subjects for no longer than is necessary for the purposes for which the Personal Data are processed (subject to circumstances where Personal Data may be stored for longer periods insofar as it will be processed solely for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes, and subject to the implementation of Appropriate Technical and Organisational Measures);
• (g) processed in a manner that ensures appropriate security of the Personal Data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using Appropriate Technical and Organisational Measures; and

3.8.5 provide such information and such assistance to Us as We may reasonably require, and within the timescales reasonably specified by Us, to allow Us to comply with Our obligations under Data Protection Legislation.

3.9 Your Data passed to Us for Processing shall not be kept by You for a period that is longer than necessary.

4. Our employees

4.1 We shall take reasonable steps to ensure the reliability of all Our employees who have access to Your Data, and to ensure that such employees have committed themselves to a binding duty of confidentiality in respect of Your Data.

5. Records

5.1 We shall keep at Our normal place of business records (including in electronic form) relating to all categories of Processing activities carried out on behalf of You, containing:

5.1.1 the general description of the security measures taken in respect of the Personal Data, including details of any Security Features and the Appropriate Technical and Organisational Measures;

5.1.2 the name and contact details of Us; any sub-processor engaged by Us; and where applicable Our representatives; and where applicable any Data Protection Officer appointed by Us;

5.1.3 the categories of Processing by Us on behalf of You; and

5.1.4 details of any Restricted Transfers, and the safeguards in place in respect of such transfers.

6. Audits

6.1 Subject to Clauses 6.2, 6.3 and 6.5 of this Schedule, and to the extent required by Data Protection Legislation, You shall have the right to examine and review the use by Us of Your Data provided to Us by You only for the purpose of ascertaining that Your Data has been used and Processed in accordance with the terms of this Agreement.

6.2 An audit under this Clause 6 shall be carried out no more than once in any twelve (12) month period and shall be conducted during Normal Business Hours during the course of one Business Day and shall only relate to the Personal Data. You shall bear the reasonable expenses incurred by Us in respect of any such audit and any such audit shall not interfere with the normal and efficient operation of Our business. We may require, as a condition of granting such access, that You (and representatives of You) enter into reasonable confidentiality undertakings with Us.

6.3 The scope of any examination and review by You of the use by Us of the Personal Data shall be agreed in writing prior to the commencement of any such examination and review.

6.4 In the event that the audit process determines that We are materially non-compliant with our obligations under this Section, You may, by notice in writing, deny further access to Your Data.

6.5 To the extent permitted under Data Protection Legislation, We may demonstrate Our and, if applicable Our Sub-processors’, compliance with Our obligations under this Schedule through Our compliance with a certification scheme or code of conduct approved under Data Protection Legislation.

7. Data Subject Requests

7.1 Taking into account the nature of Our Processing of the Personal Data and at Your cost, We shall assist You by employing Appropriate Technical and Organisational Measures, insofar as this is possible, in respect of the fulfilment of Your obligations to respond to requests from a Data Subject exercising his/her rights under Data Protection Legislation.

7.2 We shall, at Your cost, notify You as soon as reasonably practicable if We receive:

7.2.1 a request from a Data Subject for access to that person’s Personal Data (relating to the Services);

7.2.2 any communication from a Data Subject (relating to the Services) seeking to exercise rights conferred on the Data Subject by Data Protection Legislation in respect of Personal Data; or

7.2.3 any complaint or any claim for compensation arising from or relating to the Processing of such Personal Data.

7.3 We shall not disclose the Personal Data to any Data Subject or to a third party other than at the request of You, or as required by law in which case We shall to the extent permitted by law inform You of that legal requirement before We disclose the Personal Data to any Data Subject or third party.

7.4 We shall not respond to any request from a Data Subject except on the documented instructions of You or an Authorised Person or as required by law, in which case We shall to the extent permitted by law inform You of that legal requirement before We respond to the request.

8. Data Protection Officer

8.1 We shall appoint a Data Protection Officer, if required to do so pursuant to Data Protection Legislation, and provide You with the contact details of such Data Protection Officer.

8.2 You shall appoint a Data Protection Officer, if required to do so pursuant to Data Protection Legislation, and provide Us with the contact details of such Data Protection Officer.

9. Security

9.1 We shall, in accordance with Our requirements under Data Protection Legislation, implement Appropriate Technical and Organisational Measures to safeguard Your Data from unauthorised or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage, and that, having regard to the state of technological development and the cost of implementing any measures (and the nature, scope, context and purposes of Processing, as well as the risk to Data Subjects), such measures shall be proportionate and reasonable to ensure a level of security appropriate to the harm that might result from unauthorised or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage and to the nature of the Personal Data to be protected.

9.2 We shall ensure that Your Data provided by You can only be accessed by persons and systems that are authorised by Us and necessary to meet the Business Purpose, and that all equipment used by Us for the Processing of Your Data shall be maintained by Us in a physically secure environment.

9.3 You shall make a back-up copy of Your Data as often as is reasonably necessary and record the copy on media from which Your Data can be reloaded in the event of any corruption or loss of Your Data.

10. Breach reporting

10.1 We shall promptly inform You if any of Your Data is lost or destroyed or becomes damaged, corrupted, or unusable, or if there is any accidental, unauthorised or unlawful disclosure of or access to any of Your Data. In such case, We will use Our reasonable endeavours to restore Your Data at Your expense (save where the incident was caused by Our willful or negligent act or omission, in which case it will be at Our expense), and will comply with all of Our obligations under Data Protection Legislation in this regard.

10.2 We must inform You of any Personal Data Breaches, or any complaint, notice or communication in relation to a Personal Data Breach, without undue delay. Taking into account the nature of Our Processing of the Personal Data and the information available to Us and at Your expense (save where the Personal Data Breach was caused by Our willful or negligent act or omission, in which case it will be at Our expense), We will provide sufficient information and assist You in ensuring compliance with Your obligations in relation to notification of Personal Data Breaches (including the obligation to notify Personal Data Breaches to the ODPC within seventy two (72) hours), and communication of Personal Data Breaches to Data Subjects where the breach is likely to result in a high risk to the rights of such Data Subjects. Taking into account the nature of Our Processing of the Personal Data and the information available to Us and at Your expense (save where the Personal Data Breach was caused by Our willful or negligent act or omission, in which case it will be at Our expense), We shall co-operate with You and take such reasonable commercial steps as are directed by You to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

10.3 In the event of a Personal Data Breach or any data breach involving the Services, You shall not make any announcement to the media in respect of such breach without first consulting with Us.

11. Restricted transfers

11.1 A Restricted Transfer may not be made by Us (other than transfers to our affiliates and any agents and contractors for the purposes of performing the Services, and You shall endeavour to obtain explicit consent from relevant Data Subjects in respect of such potential transfers) without the prior written consent of You (such consent not to be unreasonably withheld, delayed or conditioned), and if such consent has been obtained (or is unnecessary), such Restricted Transfer may only be made where there are Appropriate Technical and Organisational Measures in place with regard to the rights of Data Subjects (including but not limited to the Standard Contractual Clauses, Privacy Shield, binding corporate rules, or any other model clauses or transfer mechanism approved by the ODPC).

11.2 Subject to Clause 11.3, in the event of any Restricted Transfer by Us to a contracted Sub-processor, to any affiliate of You or otherwise (“Data Importer") for which your consent has been obtained (or is unnecessary), We and You shall procure that (i) You (where the Restricted Transfer is being made at the request of You) or Us acting as agent for and on behalf of You (where the Restricted Transfer is being made at the request of Us), and (ii) the Data Importer, shall enter into the Standard Contractual Clauses in respect of such Restricted Transfer.

11.3 Clauses 11.1 or 11.2 shall not apply to a Restricted Transfer if other compliance steps (which may include, but shall not be limited to, obtaining explicit consents from Data Subjects) have been taken to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Legislation.

12. Sub-processors

12.1 You agree and acknowledge that We may have the Personal Data Processed by any of Our affiliates and by any agents and contractors for the purposes of providing the Services (a “Sub-processor”). We shall inform You, upon request by You, of any reasonably requested details in relation to our Sub-processors, thereby giving You the opportunity to object to such arrangements.

12.2 We must enter into a data processing contract with the Sub-processor which places the same data protection obligations on the Sub-processor as We have in this Agreement (in particular, providing sufficient guarantees to implement Appropriate Technical and Organisational Measures in such a manner that the Processing will meet the requirements of Data Protection Legislation).

12.3 With respect to each Sub-processor, We shall, before the Sub-processor first Processes Your Data, ensure that the Sub-processor is capable of providing the level of protection for Your Data required by this Agreement.

12.4 We will remain fully liable to You in respect of any failure by the Sub-processor to fulfil its data protection obligations in this regard.

13. Warranties

13.1 We warrant and undertake to You that:

13.1.1 We will Process Your Data in compliance with our obligations under Data Protection Legislation;

13.1.2 We will maintain Appropriate Technical and Organisational Measures against the unauthorised or unlawful Processing of Your Data and against the accidental loss or destruction of, or damage to, Your Data; and

13.1.3 We will discharge Our obligations under this Schedule with all due skill, care and diligence.

13.2 You hereby warrant and undertake to Us that:

13.2.1 You have complied with and shall comply with Your obligations under Data Protection Legislation;

13.2.2 You have the right to transfer to Us (or to authorise Users to transfer to Us) or to give Us access to Your Data in accordance with the terms of this Agreement;

13.2.5 Your instructions that are set out in this Agreement accurately reflect the instructions of the Data Controller to the extent that We are a Data Processor on behalf of the Data Controller;

13.2.6 You shall cause appropriate notices to be provided to, and valid consents to be obtained from, Data Subjects, in each case that are necessary for Us to Process (and have Processed by Sub-processors) Personal Data under or in connection with this Agreement, including Processing outside the EEA on the basis of any of the legal conditions for such transfer and Processing set out in Clause 11 above;

13.2.7 You shall not, by act or omission, cause Us to violate any Data Protection Legislation, notices provided to, or consents obtained from, Data Subjects as a result of Us or Our Sub-processors Processing the Personal Data; and

13.2.8 notwithstanding anything contained in this Agreement, You shall pay in immediately available funds Our costs incurred or likely to be incurred, at Our option in advance under this Schedule (where matters are to be at Your cost).

14. Indemnity

14.1 You (the “Indemnifying Party”) agree to indemnify and keep indemnified and defend at Your own expense Us (the “Indemnified Party”) against all costs, claims, damages or expenses incurred by the Indemnified Party or for which the Indemnified Party may become liable due to any failure by the Indemnifying Party or its employees or agents to comply with any of its obligations under this Schedule and/or under Data Protection Legislation and/or any breach of any warranty given by the Indemnifying Party in this Schedule.

14.2 If any third party makes a claim against the Indemnified Party, or notifies an intention to make a claim against the Indemnified Party, the conduct of claims provisions set out in Clause 14.2 of the Agreement shall apply.

15. Limitation of liability

15.1 Unless required to do so by the ODPC or any other competent supervisory authority, We shall not make any payment or any offer of payment to any Data Subject in response to any complaint or any claim for compensation arising from or relating to the Processing of Your Data, without the prior written agreement of You.

15.2 You acknowledge and agree that We are reliant on You for direction as to the extent to which We are entitled to use and process Your Data. Consequently, We will not be liable for any claim brought by a Data Subject arising from any action or omission by Us, to the extent that such action or omission resulted directly from Your instructions and/or the transactions contemplated by this Agreement.

16. Consequences of termination of the Agreement on Your Data.

16.1 Upon termination or expiry of the Agreement, subject to Clause 3.3 of this Schedule, at the choice of You, We shall Delete or return all Your Data to You and Delete existing copies of Your Data, unless legally required to store Your Data for a period of time. If You make no such election within a ten (10) day period of termination or expiry of this Agreement, We may Delete any of Your Data in our possession; and

16.2 if You elect for destruction rather than return of Your Data, We shall as soon as reasonably practicable ensure that all Your Data is Deleted from Our System, unless legally required or entitled to store Your Data for a period of time or for the purposes of keeping an archived copy in accordance with Clause 3.3 of this Schedule.

SCHEDULE 2 – SERVICES

We shall provide the InteractSMS solution to the Client such that:

• Client can send one-off text message via InteractSMS website
• Client can upload an excel/csv list and send a broadcast to the list of mobiles on that list
• Client systems (example: a server at the Customer premises) can send text messages automatically by calling InteractSMS API (Application Programming Interface)
• Client systems (SMS Gateway) can send messages via SMPP (Short Message Peer-to-peer) directly connecting to our SMS gateways
• Client CRM systems can add, update, delete Your Data every night and then send broadcasts to that data
• We can send a campaign for You at request (usually this is a manual process and it is subject to User’s explicit consent either via email, fax, letter, or phone-call)

Our processing activities under this Agreement include the following:

• Collection
• Recoding
• Organisation
• Storage
• Adaptation or Alteration
• Retrieval
• Consultation
• Use
• Disclosure by Transmission
• Dissemination
• Alignment or Combination
• Blocking
• Erasure or Destruction

The Services provided by Us are running at the Eircom datacentre in Clonshaugh. Your Data is also processed at that datacentre.Customer support and account management is provided by Us premises at Phonovation Ltd, Frascati Hall, Sweetman’s Avenue, Blackrock, Co. Dublin, A94 F9N7, Ireland.