Shouldrs, Inc. — Website and SMS Messaging Terms

These Website and SMS Messaging Terms (these "Terms") apply to (a) the Shouldrs SMS messaging program described in Part A, and (b) use of the Shouldrs website at www.shouldrs.com, as described in Part B. They are published by Shouldrs, Inc., a Delaware corporation ("Shouldrs," "we," "our," or "us").

Our Privacy Policy, available at https://www.shouldrs.com/privacy, describes how we handle personal information, including mobile telephone numbers and SMS consent data, and is incorporated into these Terms by reference.

This Part A is the terms and conditions of the Shouldrs SMS messaging program (the "Messaging Program"). It applies to every individual who provides a mobile telephone number to Shouldrs and consents to receive text messages from us ("you").

A1. Program description

The Messaging Program allows an authorized user of the Shouldrs platform to interact with the platform by text message and to receive operational messages about their account and their work. Messages fall into two categories:

• Conversational messages. You send a text message to Shouldrs asking the platform to perform a task or answer a question, and Shouldrs replies by text message with the result, a request for clarification, or a request for your approval before it acts.
• Account and workflow notifications. Shouldrs sends you text messages relating to your account and the workflows you or your organization have configured — for example, a request to approve an action before it is taken, confirmation that a task completed, notice that a task failed or requires input, and account, security, or service notices.

The Messaging Program does not send marketing or promotional messages. Shouldrs does not use the Messaging Program to advertise and does not send text messages on behalf of any third party.

A2. Consent to receive messages

By providing your mobile telephone number to Shouldrs and affirmatively opting in, you consent to receive text messages from Shouldrs at that number, sent using an automatic telephone dialing system or other automated technology, for the purposes described in Section A1.

• Consent is not a condition of purchase. You are not required to agree to receive text messages in order to buy anything from Shouldrs or to use the Shouldrs platform. Every function available by text message is also available through the Shouldrs web application, Slack, and email.
• You must own or control the number. You represent that you are the subscriber to, or the customary user of, the mobile telephone number you provide, and that you are at least eighteen (18) years old.
• Tell us when your number changes. If you give up, transfer, or change your mobile telephone number, you agree to notify us promptly at the contact in Section A8 so that we do not send messages to a person who has not consented.
• Your organization cannot consent for you. Where an administrator of your organization adds your number to the Shouldrs platform, you will receive a confirmation message and you must affirmatively reply to activate the Messaging Program. We will not send you other messages unless and until you do.

A3. Message frequency

Message frequency varies. Because the Messaging Program is driven by your own requests and by the workflows your organization configures, the number of messages you receive depends on your use of the platform. You may receive no messages in a given period, or several messages in a single day.

A4. Cost

A5. How to stop receiving messages

After you send one of those keywords, we will send you a single message confirming that you have been unsubscribed, and you will receive no further text messages from the Messaging Program unless you opt in again. You may also opt out by turning off SMS in your Shouldrs account settings or by contacting us at the address in Section A8.

Opting out of the Messaging Program does not close your Shouldrs account or end your organization's subscription, and you will continue to be able to use the platform through the web application, Slack, and email.

A6. How to get help

A7. Carriers and delivery

Message delivery depends on your mobile carrier and on factors outside our control. Mobile carriers are not liable for delayed or undelivered messages. Shouldrs is not liable for any delay in, failure of, or error in the delivery of any text message, or for any loss arising from a message that is delayed, undelivered, misdirected, or intercepted.

The Messaging Program is available on most major United States wireless carriers, but carrier participation may change without notice and we do not guarantee availability on any particular carrier. The Messaging Program is offered only to numbers in the United States.

A8. Contact us about the Messaging Program

A9. Privacy and your mobile information

We disclose mobile telephone numbers and message content only to the vendors that operate the Messaging Program on our behalf — including our messaging service provider and cloud infrastructure providers — solely so that they can deliver messages for us, and only under written contracts that prohibit them from using the information for any other purpose. We also disclose information where required by law or valid legal process. Our full practices, including the categories of information we collect, how long we keep it, and your privacy rights, are described in our Privacy Policy at https://www.shouldrs.com/privacy.

A10. Your conduct in the Messaging Program

When using the Messaging Program, you will not send content that is unlawful, harassing, defamatory, or fraudulent; impersonate any person; attempt to interfere with the operation of the Messaging Program; or use it to transmit sensitive personal information, including personal health information, financial account numbers, or government identification numbers. Text messaging is not a secure channel, and you should not use it to send confidential or sensitive material.

We may suspend or terminate your participation in the Messaging Program at any time, with or without notice, including where we believe your use violates these Terms, applicable law, or the requirements of a mobile carrier.

A11. Changes to the Messaging Program

We may change, suspend, or end the Messaging Program, or change these SMS Messaging Terms, at any time. We will post the current version at https://www.shouldrs.com/terms with the effective date above. Where a change materially affects your rights, we will notify you by text message or email before it takes effect. Your continued participation after the effective date constitutes acceptance.

This Part B governs your access to and use of the Shouldrs website at www.shouldrs.com and its content (the "Site"). It does not govern access to or use of the Shouldrs platform, which is governed exclusively by the Customer Agreement.

B1. Acceptance

By accessing or using the Site, you agree to this Part B. If you do not agree, do not use the Site. You must be at least eighteen (18) years old to use the Site. The Site is intended for business use and is directed to users in the United States.

B2. Permitted use

We grant you a limited, non-exclusive, non-transferable, revocable permission to access and view the Site for your own informational and business purposes. You will not:

• copy, reproduce, republish, distribute, or create derivative works from Site content, except that you may download and share materials we make publicly available for that purpose;
• use any automated means — including scraping, crawling, or harvesting tools — to access, extract, or index the Site, other than search engine crawlers obeying our robots directives;
• use Site content, or any material obtained from the Site, to train or develop an artificial intelligence or machine learning model, or to build a competing product or service;
• probe, scan, or test the vulnerability of the Site, or breach or attempt to breach its security or authentication measures;
• introduce malware or interfere with the operation of the Site or the equipment or network supporting it;
• impersonate any person or misrepresent your affiliation with any person or entity; or
• use the Site in violation of any applicable law or third-party right.

B3. Intellectual property

The Site and its content — including text, graphics, logos, images, video, software, and the selection and arrangement of that content — are owned by Shouldrs or its licensors and are protected by copyright, trademark, and other laws. "Shouldrs" and the Shouldrs logo are trademarks of Shouldrs, Inc. Nothing in these Terms grants you any right to use them without our prior written consent. All rights not expressly granted are reserved.

B4. Submissions and feedback

If you send us comments, suggestions, ideas, or other feedback about the Site, our products, or our business, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and exploit it without restriction, attribution, or compensation. Do not send us information you consider confidential or proprietary. This Section does not apply to feedback provided under a Customer Agreement, which is governed by that agreement.

B5. Forms and information you provide

When you complete a form on the Site — to request a demo, contact sales, subscribe to updates, or apply for a position — you agree to provide accurate and complete information. We handle that information as described in our Privacy Policy. If you provide us with another person's contact information, you represent that you are authorized to do so.

B6. Third-party links and content

The Site may link to websites, services, and resources we do not control. We provide those links for convenience only. We do not endorse, and are not responsible for, the content, products, privacy practices, or availability of any third-party site, and your use of any third-party site is at your own risk and governed by that site's terms.

B7. Forward-looking statements and product information

Site content is provided for general informational purposes. Statements about planned features, roadmaps, integrations, performance, availability, or results are forward-looking and are not commitments, promises, or guarantees. Product capabilities and pricing described on the Site may change, and the terms actually applicable to any customer are those in that customer's Customer Agreement.

B8. Disclaimer

B9. Limitation of liability

This Section does not limit liability that cannot be limited under applicable law and does not apply to any claim arising under a Customer Agreement, which is governed by the limitation of liability in that agreement. Some jurisdictions do not allow certain limitations; in those jurisdictions, our liability is limited to the maximum extent permitted.

B10. Indemnification

You will indemnify and hold harmless Shouldrs and its officers, directors, employees, and agents from any claim, damage, liability, and reasonable attorneys' fee arising out of your use of the Site or the Messaging Program in violation of these Terms or applicable law, or your violation of any third-party right. This Section does not apply to any claim arising out of the Shouldrs platform or a Customer Agreement, which is governed by the indemnification provisions of that agreement.

B11. Governing law and venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any action arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and you consent to the jurisdiction and venue of those courts and waive any objection to that forum. This Section does not apply to any dispute arising under a Customer Agreement, which is governed by the dispute resolution provisions of that agreement.

B12. General

• Changes. We may change these Terms at any time by posting an updated version at https://www.shouldrs.com/terms with a new effective date. Changes to Part A are also subject to Section A11.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in full force.
• No waiver. Our failure to enforce any provision is not a waiver of it.
• Entire terms. These Terms and the Privacy Policy are the entire agreement between you and Shouldrs regarding the Site and the Messaging Program and supersede any prior understanding on those subjects. They do not supersede a Customer Agreement.
• Assignment. You may not assign these Terms. We may assign them without restriction.
• Contact. Questions about these Terms may be sent to [email protected], or to [email protected].