Oye Terms of Service

This document details important information pertaining to all use of the services (including websites) provided by Code the Dream through its Oye messaging app (hereinafter referred to as "Oye"). Please review it carefully. By accessing or using Oye, you are agreeing to these terms and entering into this legally binding agreement.

1. Agreement

These Terms of Service ("Terms") apply to all access to or use of Oye and any of its related offerings and services (collectively, "Services"). By using any of these Services, you accept and are bound by these Terms, whether or not you physically sign or otherwise indicate affirmation of these Terms. By accessing Oye, you affirm that you are over the age of 18 or have reached the age of majority where you live or, if you are under such an age (a "Minor"), that you have received your parent's or legal guardian's permission to use the Services and agree to these Terms. If you are a parent or legal guardian, you agree to bind the Minor to these Terms and to fully indemnify and hold us harmless if the Minor breaches any of these Terms. You may not access the Services if you do not agree to these Terms or are prohibited from accessing or using these Services by applicable law.

These Terms may change from time to time, and any revised Terms will supersede prior versions. Code the Dream will make best efforts to notify you via email regarding changes to these Terms, provided that you have provided us with an accurate email address in our records. Modifications to the Terms will be effective on the date at the bottom of the Terms, unless otherwise indicated.

2. Definitions

The words "you," "your," and "Customer" mean you.
The words "we," "us," "our," or "Company" refer to Code the Dream.

3. Services Provided

Company shall provide SMS messaging to the Customer. Company shall use all commercially reasonable efforts to provide Services to Customer through a software Company has implemented (the "Software"). While providing such Services, Company shall provide Customer with reasonable email and phone/video technical support. All services shall be provided on a subscription basis (the "Subscription Term").

During the Subscription Term, Customer shall receive a nonexclusive, non-assignable, royalty-free, worldwide right to access and use the software solely for use subject to these Terms. Customer acknowledges that this is a service agreement and Company will not be delivering copies of the Software to Customer as part of the Services.

Subject to the limited licenses granted herein, Company shall own all right, title and interest in and to the Software, Services, and other deliverables provided under these Terms. Customer agrees to assign all rights, title, and interest it may have in the foregoing to the Company.

You are responsible for complying with these Terms when you access and use our Services. It is your responsibility to obtain and maintain all equipment and services needed for you to access and use the Services as well as paying related charges.

4. Service Availability

Services may or may not be available in all countries or regions of the world and, where applicable, may be regulated or restricted by a government body with different requirements in different countries. If you use the Services outside the United States of America, you are solely responsible for following applicable local laws.

We transmit messages you send and/or receive through different service routes, and the level of reliability and support varies accordingly. The Customer is responsible for obtaining and maintaining all equipment, as well as paying any related and/or applicable fees or charges, that is needed to access the Services.

The Company only provides that the Services are processed correctly and transmitted to the appropriate cellular carrier network. The Company is not responsible for the final delivery of any messages or broadcasts initiated through its Services, since this is not in our control and is the responsibility of the carriers.

Oye transmits SMS and MMS messages and broadcasts through other telecommunications companies. While we shall use commercially reasonable efforts to transmit your messages and broadcasts to the appropriate cellular network for final delivery to your recipients as swiftly as we are able, we cannot commit to nor guarantee a specific delivery time. Specific delivery times depend on the telephone companies, other entities involved in the telecommunications network, the Internet and associated Internet Service Providers, as well as other network and system-related factors. The Company is not liable for any loss incurred by the failed delivery of any message or broadcast, and you acknowledge that any loss or damages resulting from such a failed delivery cannot be claimed from the Company.

5. Confidentiality, Data Collection, and Privacy

a.) Confidentiality of Customer Data. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

b.) Data Collection. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

c.) Data Deletion. While our platform may host some Customer Data, we do not guarantee the continued hosting and storage of your data. Unless otherwise agreed upon in writing, we may occasionally delete your data, and we will not be liable for any damages, losses, or other consequences that you may incur as a result.

d.) Intellectual Property. Customer retains ownership and intellectual property rights in and to Customer's personal information. Company or its licensors retain all ownership and intellectual property rights to the Services, Software, and anything developed and delivered under these Terms. Third-party technology that may be appropriate or necessary for use in relation to the Services or Software. Customer's right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by the Company and not under these Terms.

e.) No Guarantee of Privacy for Messages and Broadcasts. Text messages and broadcasts by their nature through telecommunications networks are transmitted unencrypted and eavesdropping of such communications by third parties is possible. We cannot guarantee the confidentiality, security, and/or privacy of messages and broadcasts transmitted through our services.

6. Customer Responsibilities

Customer shall provide commercially reasonable information and assistance to Company to enable Company to deliver the Services. Customer acknowledges that Company's ability to deliver the Services in the manner provided in these Terms may depend upon the accuracy and timeliness of such information and assistance.

Customer shall: (a) notify Company immediately of any unauthorized use of any password or user information or any other known or suspected breach of security, (b) promptly report to Company and employ reasonable efforts to stop any unauthorized use of the Services that is known or suspected by Customer, and (c) not provide false identity information to gain access to or use the Services.

7. Legal Compliance

Customer shall comply with all applicable local, state, national, foreign, and international laws in connection with its use of the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. This may include but not limited to the Telephone Consumer Protection Act ("TCPA"), the National and State Do Not Call Registries, the Controlling the Assault of Non-Solicited Pornography and Marketing Act ("CAN-SPAM"), the California Consumer Privacy Act ("CCPA"), telemarketing regulations, and other local, state, federal, foreign, and international laws and regulations.

Customer shall not upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

When using the Services to communicate with any Contacts or third parties, you warrant that you have obtained all notices and consents required from such Contacts or third parties to permit such contact.

Any contacts replying "STOP" to your text message or broadcast shall be immediately placed on your Opt Out list and you agree that you will not initiate any further messages or broadcasts to any individuals after they requested to stop receiving text messages.

The Company will not be liable for any misuse of the Services by you. You are solely and ultimately responsible for all acts or omissions that occur under your account, including, without limitation, the content of the messages and broadcasts that you create and initiate through our Services.

8. Other Limitations

a.) Reverse Engineering Prohibited. Customer shall not, and shall not allow anyone else, to: (i) copy or republish the Services or Software, (ii) make the Services available to any person other than the Customer themselves (iii) use or access the Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the Services or the Software, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the Services, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the Services or use the Software in order to build a similar product or competitive product.

b.) Right to Reclaim Phone Numbers. We reserve the right to reclaim any phone number from your account if that phone number is unused or underutilized. When reclaiming phone numbers, we will notify you at least fourteen (14) days in advance, unless we are prevented from doing so by the relevant carrier regulatory agency or governmental organization.

We also reserve the right to reclaim phone numbers with no notice to you if your account is suspended for suspected fraud or if you breach any other part of these Terms.

c.) Not for Emergency Use. The Services do not support the making of emergency calls, and attempts to use our Services to access Emergency Services are not allowed.

9. No Warranty; Limitation of Liability

The Company reserves the right to modify, suspend, or discontinue the offering of any of the Services at any time and for any reason without prior notice.

The Company shall use commercially reasonable efforts to make access to the Services available, but makes no warranty or guarantee that (i) the Services will be available at any particular time; or (ii) you will be able to access the Services at any particular time or from any particular location. The Company will not be liable for any act or omission of any other company or companies furnishing a portion of the Services; for any act or omission of a third party; for equipment that we do not furnish; or for damages that result from the operation of customer systems, equipment, facilities, or services that are interconnected with the Service.

COMPANY WARRANTS THAT THE SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THESE TERMS. COMPANY DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT COMPANY WILL CORRECT ALL ERRORS. CUSTOMER ACKNOWLEDGES THAT COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY COMPANY (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS. NEITHER COMPANY NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL COMPANY ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER'S DATA, FILES, OR PROGRAMS.

NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF COMPANY) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THESE TERMS REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES UNDER THESE TERMS, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE),SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE.

10. Indemnification

Each Party shall, at all times, defend, indemnify, and hold harmless the other Party, its officers, employees, and agents from and against all losses, costs, damages and expenses (including legal fees and costs), claims, suits, proceedings, demands and liabilities of any kind or nature to the extent arising out of or resulting from acts or omissions of the other Party or its employees, officers, agents or subcontractors, in the performance of the other Party's obligations under these Terms.

11. Termination, Cancellation, and/or Suspension

Company may suspend, terminate, and/or cancel Customer use of the Services in the event that: (i) Customer's account is overdue; or (ii) Customer has breached any Sections of these Terms ; or (iii) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Services.

Upon any such termination, cancellation, and/or suspension, you are still responsible for any obligations then accrued. Your obligation to pay all amounts accrued and owed by you shall continue even after any suspension or cancellation of your access to the Services (in whole or in part). Upon termination, for any reason, you agree to immediately cease using the Services and the Company shall have no obligation to you after any termination or cancellation of these Terms.

The provisions regarding ownership, payments, warranties, and indemnifications will survive any suspension, termination, or cancellation of your use of the Services.

12. Force Majeure

Each party will be excused from performance for any period during which, and to the extent that, such party is prevented from performing any obligation or Services, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

13. Governing Law; Dispute Resolution

(a) All matters relating to the Terms and the Services, and any dispute or claim arising therefrom or related thereto (in each instance, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule.

(b) Any dispute between Company and Customer must first be attempted to be resolved by way of informal negotiations. Company and Customer both represent and warrant that it will engage in such informal negotiations in good faith.

(c) Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Raleigh, North Carolina, and North Carolina law shall apply. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

14. Entire Agreement

Any memoranda of understanding, these Terms and associated Exhibit(s), and our website Terms and Conditions will be deemed the final and integrated agreement between you and us on the issues covered in those collective items.

15. Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

16. No Waiver

No waiver shall be effective unless it is in writing and signed by the waiving Party. The waiver by either Party of any breach of these Terms shall not constitute a waiver of any other or subsequent breach.

17. Assignment

Neither Party shall assign any of its rights or delegate any of its obligations under these Terms without the other Party's prior written consent. Any purported assignment or delegation in violation of these Terms is null and void. No assignment or delegation relieves either Party of any of its obligations under these Terms.

18. No Employment Relationship

Nothing in this Agreement shall be construed to create an employment relationship between the Parties and their respective officers, employees, and agents.

19. Notice

Except as otherwise permitted in these Terms, notices shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, or (c) when delivered if delivered personally or sent by electronic mail.

Updated January 4, 2023