SUBSCRIPTION SERVICES AGREEMENT AND EULA

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Applicable to Customers of Sabrhub Resellers

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This agreement governs your use of the messaging platform provided by Sabrhub Technologies LLC ("Sabrhub"), a company offering software and technology solutions and services (the "Service"). By using the Service, you agree to be bound by these terms and conditions.

You (“Subscriber,” “You,” “Your” or related terms) are acquiring a subscription to a Service operated by Sabrhub from an unrelated third party authorized to sell such subscriptions (“Reseller”) under a separate agreement with Sabrhub (“Reseller Agreement”).
In addition to any terms and conditions related to Your use of the Service pursuant to any agreement by and between You and the Reseller, this Agreement contains the terms and conditions that govern Your access to and use of the Service.

Sabrhub is an express beneficiary of this Agreement, and in acquiring a subscription to the Service, You expressly acknowledge and agree that Sabrhub shall have the right to enforce this Agreement against You and that this Agreement constitutes the entire agreement and supersedes any and all prior agreements between You and Sabrhub with regard to Your subscription to the Service or Your access to or use thereof under this Agreement and Your agreement between You and the Reseller (the "Subscription Agreement").

By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, Subscriber agrees to be bound by this Agreement as of the date of such access or use of the Service (the “Effective Date”).

If You are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Sabrhub that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” or “Your” herein refer to such Entity and its Affiliates.

If You do not have such authority, or if You do not agree with this Agreement, You must not use or authorize any use of the Services.

Subscriber and Sabrhub shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of this Agreement.

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1. DESCRIPTION OF SERVICE

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The Service allows users to communicate with one another via text, voice, video, email, and other channels. The Service may be accessed through Sabrhub's website or mobile application, or via a third-party integration.

Sabrhub will make the Services available pursuant to this Agreement and the applicable Subscription Agreement between Subscriber and Reseller. Sabrhub will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except during
(a) planned downtime (of which Sabrhub will give advance notice via Reseller); and
(b) Force Majeure Events.

Sabrhub reserves the right to monitor and periodically audit Subscriber’s use of the Services to ensure compliance. Should Sabrhub discover that Subscriber’s use violates this Agreement or the Subscription Agreement, Sabrhub reserves the right to exercise any available remedies.

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2. USER CONDUCT

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Login Management

Access to and use of certain Services is restricted to the specified number of users permitted under Subscriber’s Subscription Agreement. Subscriber agrees that a user login cannot be shared or used by more than one (1) individual. Logins may be reassigned to new users replacing former ones.

Subscriber and users are responsible for maintaining the confidentiality of all login information.
Absent a written license from Sabrhub expressly stating otherwise, Subscriber agrees not to use the Services to circumvent login requirements or usage restrictions.

Should Sabrhub discover any violation, it may exercise available remedies.

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Acceptable Use

You agree to use the Service only for lawful purposes and in a manner that does not infringe upon the rights of others.
You agree not to use the Service to:

• Transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, libelous, or otherwise objectionable.
• Harm minors in any way.
• Impersonate any person or entity.
• Forge headers or manipulate identifiers.
• Transmit content you do not have a right to.
• Infringe patents, trademarks, or copyrights.
• Transmit unsolicited advertising or spam.
• Transmit viruses or malicious code.
• Violate any applicable laws.

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3. PROPRIETARY RIGHTS

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a. Ownership

Neither party grants the other any rights not expressly stated.
Subscriber retains all intellectual property in its own content; Sabrhub retains all intellectual property in its platform, services, and related materials (“Sabrhub Materials”).

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b. Usage Data

Sabrhub may generate technical logs and usage data for operational and analytical purposes. Such data may be used lawfully and only disclosed in aggregate unless required by law.

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4. LIMITATIONS OF USE

Subscriber shall not use the Services in a way that violates recognized industry guidelines.
Strictly prohibited uses include SMS Campaign traffic, mass broadcasts, non-permission-based lists, purchased contacts, spam, and misleading content.
Violations may result in fines, suspension, or termination.

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5. SUBSCRIBER OBLIGATIONS

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a. Compliance with Law – Subscriber represents and warrants compliance with all applicable laws including TCPA, GDPR, CAN-SPAM, and CTIA principles.

b. Privacy and Cookie Notices – Subscriber must provide clear privacy notices to End-Users and obtain necessary consents.

c. Restricted Data – Subscriber shall not upload sensitive personal data such as health, biometric, or financial information.

d. Security – Subscriber must prevent unauthorized access and promptly report incidents.

e. Subscriber Content – Subscriber is responsible for all uploaded content and must comply with copyright and DMCA takedown procedures.

f. Rights in Subscriber Content – Subscriber must ensure all necessary rights and consents exist.

g. Permitted Users and End-Users – Subscriber must ensure all End-Users comply with lawful terms.

h. Order Fulfillment – Subscriber is responsible for all customer service and taxation of their transactions.

i. Sending Messages – Subscriber must ensure all message recipients have lawfully consented to receive communications.

j. Opt-Outs and Limits – Subscriber must provide valid opt-out options and respect all requests.

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6. REPRESENTATIONS AND WARRANTIES

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a. Subscriber

Subscriber warrants that it has all necessary rights, permits, and licenses and that all content and activity complies with law.

b. Sabrhub

Sabrhub warrants that it has all rights necessary to grant licenses and operate the Platform lawfully.

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7. CONFIDENTIALITY

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Each Party agrees to protect the other’s Confidential Information with at least a commercially reasonable degree of care and to use it only as necessary to perform this Agreement.
Confidentiality obligations survive termination for three (3) years.

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8. PRIVACY AND DATA PROTECTION

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Subscriber instructs Sabrhub to process user data according to the Sabrhub Privacy Policy:
https://www.sabrhub.com/privacy-policy/

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9. DISCLAIMERS

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Except as expressly stated:

• The Platform and Services are provided “AS IS” without warranties.
• Sabrhub disclaims all implied warranties including merchantability and fitness for a purpose.
• Sabrhub does not guarantee uninterrupted service or freedom from errors or viruses.
• Subscriber is responsible for evaluating compliance and taking precautions.

Some jurisdictions may not allow exclusions, in which case limitations may not apply.

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10. LIMITATION OF LIABILITY

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Sabrhub and its affiliates shall not be liable for any indirect, incidental, consequential, or punitive damages.
In any case, Sabrhub’s aggregate liability shall not exceed $100.00.
Some jurisdictions may limit these exclusions.

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11. INDEMNIFICATION

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• By Sabrhub: Sabrhub will defend and indemnify Subscriber from claims alleging the Services infringe third-party IP.
• By Subscriber: Subscriber will indemnify Sabrhub from claims arising from Subscriber Content or breach of obligations.
• Procedures: Indemnification requires prompt notice, cooperation, and control of defense by the indemnifying party.
• Mitigation: Sabrhub may procure rights, modify services, or terminate access as needed.

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12. TERM, TERMINATION, AND PAYMENT OF FEES

a. Effective upon acceptance.
b. Sabrhub may suspend or terminate if Reseller or Subscriber fails to pay.
c. Termination for cause after notice or in case of law violation.
d. Upon termination, Sabrhub may delete Subscriber data.
e. Upon request, data export may be provided for 30 days after termination.

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13. NOTICES, GOVERNING LAW AND JURISDICTION

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• U.S. Subscribers: Governed by Texas law; jurisdiction in Travis County, Texas.
• Non-U.S. Subscribers: Governed by English law; jurisdiction in London, England.
• Notices must be in writing and sent to contact@sabrhub.com or the address on the Order.

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14. GENERAL

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a. Unenforceable provisions shall be limited or severed.
b. Sabrhub may redesign or modify the Platform.
c. This Agreement is the entire agreement and supersedes prior versions.
d. Force Majeure events excuse performance.
e. Assignments require consent except for affiliates or mergers.
f. No third-party rights.
g. Waivers must be in writing.
h. Sabrhub may use subcontractors.
i. Order Form terms prevail in case of conflict.
j. Any cause of action must commence within one (1) year.

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ContextGenie & ContextSMS Fair Use Policy

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With ContextGenie and ContextSMS, we are committed to providing seamless communication solutions that integrate advanced AI chat functionalities and SMS capabilities, facilitating efficient person-to-person interactions.
This Fair Use Policy ensures a sustainable, high-quality experience by preventing misuse that could compromise performance or availability.

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Acceptance of Terms

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By utilizing ContextGenie and/or ContextSMS, you agree to this Fair Use Policy, integral to our Terms of Service.
Non-compliance may result in limitation, suspension, or termination.

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Compliance with Industry Standards

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Users must adhere to CTIA Messaging Principles and Best Practices.
For more information, refer to page 8 of the CTIA document.

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Definitions

• Automated Messaging: Use of scripts, bots, or systems to generate messages without human input.
• Excessive Use: Activity significantly exceeding typical usage patterns within a short period.

Fair and Prohibited Uses

Our platforms are intended for genuine person-to-person communication.
Prohibited uses include:

• Automated messaging
• Excessive use impacting performance for others

Monitoring, Enforcement, and Rights

• Usage Monitoring: Active monitoring for prohibited patterns.
• Enforcement: Sabrhub may limit, suspend, or terminate services without prior notice (though notice will be attempted).

Modifications to This Policy

We may update this Fair Use Policy to reflect changes in services, industry standards, or law.
Continued use constitutes acceptance of updates.