Terms and conditions

SENDIVO, LLC — TERMS OF SERVICE

Effective Date: January 1, 2026

1. INTRODUCTION

These Terms of Service (“Terms” or “Agreement”) govern your access to and use of the services provided by Sendivo, LLC (“Sendivo,” “Company,” “we,” “our,” or “us”). By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.

These Terms contain a binding arbitration provision and a class-action waiver in Section 18, which affect your legal rights. Please review Section 18 carefully.

2. DESCRIPTION OF SERVICES

Sendivo provides SMS and MMS messaging, communication APIs, and related services (“Services”). We reserve the right to modify, suspend, or discontinue the Services, in whole or in part, at any time with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3. ACCOUNT REGISTRATION AND SECURITY

To access our Services, you must create an account and provide accurate, complete, and current information. You are solely responsible for:

(a) Maintaining the confidentiality of your account credentials, including your username and password;

(b) All activities that occur under your account, whether or not authorized by you; and

(c) Promptly notifying Sendivo of any unauthorized use of your account or any other breach of security.

Sendivo reserves the right to suspend or terminate your account if any information provided proves to be inaccurate, incomplete, or outdated.

4. 10DLC REGISTRATION AND COMPLIANCE

By using our Services, you acknowledge and agree that Sendivo may create a 10DLC-branded landing page for your company to be used during the 10DLC Application-to-Person (A2P) submission and vetting process. You further acknowledge that:

(a) This webpage shall serve as the registered webpage associated with your Brand and each Campaign registered under that Brand;

(b) This webpage constitutes the means by which you obtain and document consent for any SMS or MMS messages sent from telephone numbers assigned to the aforementioned Campaigns;

(c) It is your sole responsibility to ensure all elements of the privacy policy and SMS terms accurately represent your company’s practices and comply with all applicable laws and regulations; and

(d) You shall maintain accurate and up-to-date information regarding your Brand and Campaign registrations at all times.

5. ACCEPTABLE USE POLICY

You agree to use our Services in strict compliance with all applicable federal, state, and local laws and regulations, including but not limited to the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, the CAN-SPAM Act, all state telemarketing and “mini-TCPA” laws, applicable Do-Not-Call rules, and all Cellular Telecommunications Industry Association (CTIA) guidelines. You expressly agree that you shall not:

(a) Use the Services for any unlawful, fraudulent, or malicious purpose;

(b) Interfere with, disrupt, or attempt to gain unauthorized access to the Services, servers, or networks connected to the Services;

(c) Use the Services to transmit any unsolicited commercial communications, spam, or bulk messages to recipients who have not provided prior express written consent;

(d) Send messages to any telephone number from which you have not obtained prior express written consent, or that appears on the National or any applicable state Do-Not-Call registry absent a valid exemption, as required by applicable law;

(e) Use the Services to transmit any content that is prohibited under CTIA guidelines, including but not limited to SHAFT content (Sex, Hate, Alcohol, Firearms, or Tobacco-related content), unless you have obtained appropriate age-gating and consent mechanisms as required by law and carrier policies;

(f) Engage in any fraudulent, deceptive, or abusive messaging practices, including but not limited to snowshoeing, smishing, phishing, spear-phishing, or number spoofing;

(g) Transmit any content that is defamatory, obscene, threatening, harassing, or otherwise objectionable;

(h) Use the Services in any manner that could damage, disable, overburden, or impair the Services; or

(i) Violate any applicable carrier policies, industry standards, or best practices for commercial messaging.

6. CONSENT REQUIREMENTS

You represent and warrant that all messages transmitted from or through our Services are sent only to individuals who have granted you prior express written consent to receive such messages, as required by the TCPA and other applicable laws, and that you have scrubbed all recipient numbers against the National and any applicable state Do-Not-Call registries. You agree to:

(a) Maintain clear and complete records of all consents obtained, including the date, time, and method by which consent was obtained;

(b) Honor all opt-out requests promptly and in compliance with applicable law;

(c) Include clear opt-out instructions in all messages sent through the Services;

(d) Maintain records evidencing that recipient numbers were scrubbed against applicable Do-Not-Call registries; and

(e) Provide such consent and scrubbing records to Sendivo upon request within forty-eight (48) hours.

Your failure to obtain, maintain, or timely produce such records is grounds for immediate suspension or termination and does not relieve you of your indemnification obligations under Section 15.

7. MESSAGE DELIVERY

You acknowledge and agree that:

(a) Sendivo does not guarantee the delivery of any message, as delivery is subject to carrier networks, recipient device availability, and other factors beyond our control;

(b) Wireless carriers may filter, block, or delay messages at their sole discretion;

(c) Message delivery times may vary based on network conditions and carrier policies; and

(d) Sendivo shall not be liable for any failed, delayed, or undelivered messages.

8. FEES AND PAYMENT

You agree to pay all applicable fees for the Services as set forth in your service agreement or as displayed on our platform. All fees are due in accordance with the payment terms specified and are non-refundable except as expressly required by applicable law.

You further acknowledge and agree that:

(a) Any costs incurred by Sendivo as a result of your violation of these Terms, including but not limited to carrier fines, penalties, fees, charges, or other assessments related to the transmission of unsolicited, non-compliant, or SHAFT content, shall be your sole responsibility and shall be passed directly to you;

(b) Sendivo reserves the right to immediately suspend or terminate your Services for any violation of these Terms;

(c) Sendivo may modify its fee structure upon thirty (30) days’ prior written notice;

(d) Any overdue amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, and you shall be responsible for all costs of collection, including reasonable attorneys’ fees;

(e) Initiating a chargeback or payment dispute for validly incurred fees constitutes a material breach of these Terms, and Sendivo may suspend or terminate your account and recover the disputed amount together with any associated fees and costs; and

(f) All prepaid amounts and messaging credits are non-refundable, carry no cash value, and expire twelve (12) months after the date of purchase.

9. TELEPHONE NUMBER PROVISIONING

Any telephone numbers provisioned to you through the Services remain the property of Sendivo and its underlying carriers. Upon termination of your account or these Terms, all rights to use such telephone numbers shall immediately cease, and Sendivo may reassign such numbers at its sole discretion.

10. INTELLECTUAL PROPERTY RIGHTS

Sendivo and its licensors retain all rights, title, and interest in and to the Services, including all associated intellectual property rights. Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Services solely for your internal business purposes. You shall not copy, modify, distribute, sell, lease, or create derivative works based on the Services without our prior written consent.

11. CONFIDENTIALITY

You agree to maintain the confidentiality of any non-public information disclosed to you by Sendivo, including but not limited to business, technical, financial, and pricing information. This confidentiality obligation shall survive the termination of these Terms.

12. DATA PRIVACY AND SECURITY

Your use of the Services is governed by our Privacy Policy, which is incorporated by reference into these Terms. You acknowledge that you are responsible for complying with all applicable data protection and privacy laws with respect to any personal data you collect, process, or transmit through the Services.

13. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SENDIVO AND ITS AFFILIATES, CARRIERS, AGGREGATORS, AND MESSAGING PARTNERS DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SENDIVO AND ITS AFFILIATES, CARRIERS, AGGREGATORS, AND MESSAGING PARTNERS MAKE NO REPRESENTATION OR WARRANTY THAT YOUR USE OF THE SERVICES WILL COMPLY WITH THE TCPA OR ANY OTHER LAW. COMPLIANCE WITH ALL APPLICABLE MESSAGING, TELEMARKETING, AND CONSUMER-PROTECTION LAWS IS SOLELY YOUR RESPONSIBILITY.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SENDIVO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, CARRIERS, AGGREGATORS, OR MESSAGING PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

(a) Your access to, use of, or inability to access or use the Services;

(b) Any unauthorized access to or use of our servers or any personal information stored therein;

(c) Any interruption, suspension, or cessation of transmission to or from the Services;

(d) Any bugs, viruses, or other harmful code that may be transmitted through the Services;

(e) Any errors, inaccuracies, or omissions in any content or materials; or

(f) Any conduct of any third party on the Services.

SENDIVO SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM, PENALTY, FINE, OR DAMAGES ARISING FROM OR RELATING TO YOUR MESSAGING CONTENT OR PRACTICES, OR FROM YOUR ACTUAL OR ALLEGED VIOLATION OF THE TCPA, THE TELEMARKETING SALES RULE, THE CAN-SPAM ACT, ANY STATE TELEMARKETING OR “MINI-TCPA” LAW, DO-NOT-CALL RULES, CTIA GUIDELINES, OR CARRIER REQUIREMENTS. YOU ACKNOWLEDGE AND AGREE THAT YOU—AND NOT SENDIVO—ARE THE SENDER, MAKER, AND INITIATOR OF ALL MESSAGES TRANSMITTED THROUGH YOUR ACCOUNT.

IN NO EVENT SHALL SENDIVO’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE AMOUNTS PAID BY YOU TO SENDIVO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section apply to all claims, whether based in contract, tort, statute, or otherwise; apply even if any limited remedy fails of its essential purpose; extend to and protect Sendivo’s affiliates, officers, carriers, aggregators, and messaging partners; and survive termination of these Terms. Nothing in this Section shall limit your indemnification obligations under Section 15 or your liability for amounts owed thereunder.

15. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Sendivo, its affiliates, officers, directors, employees, agents, licensors, carriers, aggregators, and messaging partners (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, investigations, liabilities, damages, losses, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees, the costs of defense, and court costs) arising out of or in any way connected with:

(a) Your access to or use of the Services;

(b) Your violation of these Terms or any applicable law or regulation;

(c) Your violation of any third-party rights, including intellectual property, privacy, or publicity rights;

(d) Any messages or content transmitted through your account;

(e) Any claims related to your failure to obtain proper consent for messaging;

(f) Any actual or alleged violation by you of the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, the CAN-SPAM Act, any state telemarketing or “mini-TCPA” law, Do-Not-Call rules, CTIA guidelines, or carrier requirements, including any statutory, actual, or punitive damages and any per-message or per-violation penalties; or

(g) Any claim brought by a message recipient or any other third party relating to messages sent through your account.

Sendivo reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification, in which event you agree to cooperate with Sendivo’s defense of such claim. You may not settle any matter in a manner that imposes any obligation or liability on any Indemnified Party without Sendivo’s prior written consent. Your obligations under this Section survive termination of your account and these Terms and are not subject to the limitation of liability in Section 14.

16. TERM AND TERMINATION

These Terms shall remain in effect until terminated by either party. Sendivo may terminate or suspend your account and access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach any provision of these Terms. Upon termination:

(a) Your right to access and use the Services shall immediately cease;

(b) Sendivo may delete your account and all associated data; and

(c) All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

17. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles.

18. DISPUTE RESOLUTION AND ARBITRATION

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services, including the formation, interpretation, breach, or termination thereof, shall be resolved through final and binding individual arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Sheridan, Wyoming. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY AND TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE OR CONSOLIDATED PROCEEDING.

The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. If the class-action waiver above is found unenforceable as to any claim, then this entire arbitration provision shall be null and void as to that claim only, and such claim shall be resolved exclusively in the state or federal courts located in Wyoming, to whose personal jurisdiction you consent. This Section survives termination of these Terms.

Notwithstanding the foregoing, Sendivo may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information, or to prevent or stop unauthorized, abusive, or non-compliant use of the Services, without the necessity of posting a bond or proving actual damages.

19. SEVERABILITY

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

20. WAIVER

The failure of Sendivo to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by Sendivo.

21. ENTIRE AGREEMENT

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Sendivo concerning the Services and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

22. ASSIGNMENT

You may not assign or transfer these Terms or any rights or obligations hereunder without Sendivo’s prior written consent. Sendivo may assign these Terms without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

23. MODIFICATIONS TO TERMS

Sendivo reserves the right to modify or update these Terms at any time at its sole discretion. If we make material changes, we will provide at least thirty (30) days’ notice prior to the new terms taking effect. Such notice may be provided by posting the updated Terms on our website or by sending you an email. Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the revised Terms.

24. COMPLIANCE AUDIT AND COOPERATION

Sendivo may, at any time and in its sole discretion, request evidence of your compliance with these Terms and applicable law, including proof of consent, opt-out handling, and Do-Not-Call scrubbing. You agree to provide such evidence within the timeframes stated in these Terms. Sendivo may immediately throttle, filter, suspend, or terminate any account or campaign that exceeds carrier or industry spam-complaint thresholds, generates regulatory inquiries or carrier violations, or that Sendivo reasonably believes presents a compliance risk, in each case without liability to you.

25. FORCE MAJEURE

Sendivo shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to carrier outages, acts of God, government or regulatory action, network or hosting failures, cyberattacks, or labor disputes.

26. TIME LIMITATION ON CLAIMS

Any claim or cause of action arising out of or relating to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose; otherwise, such claim or cause of action is permanently barred, to the fullest extent permitted by applicable law.

27. ATTORNEYS’ FEES

In any action, arbitration, or other proceeding to enforce or interpret these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert fees, and costs, in addition to any other relief to which it may be entitled.

28. ELIGIBILITY; EXPORT AND SANCTIONS COMPLIANCE

You represent and warrant that you are located in the United States, are not identified on any U.S. government sanctions, denied-parties, or debarment list, and are not owned or controlled by any such party. You agree not to use the Services in violation of any U.S. export control, economic sanctions, or anti-terrorism laws. The Services are intended for lawful business use within the United States only, and Sendivo makes no representation that the Services are appropriate or available for use in other locations.

29. MONITORING AND INVESTIGATION

Sendivo may, but is not obligated to, monitor, review, screen, and retain message content, metadata, and account activity as necessary to operate the Services, enforce these Terms, and comply with applicable law and carrier requirements. Sendivo may suspend, throttle, or restrict any account, Campaign, or message during the investigation of a suspected violation of these Terms or applicable law, without prior notice and without liability to you.

30. RESERVE AND SET-OFF

Sendivo may withhold, reserve, or set off against any amounts owed to you, or require or hold a security reserve, in anticipation of or in connection with chargebacks, refunds, carrier fines, penalties, regulatory assessments, indemnification obligations, or other actual or potential liabilities arising from your use of the Services. Sendivo may apply such reserved or withheld amounts to satisfy any obligation you owe under these Terms.

31. FEEDBACK AND PUBLICITY

Any suggestions, ideas, or feedback you provide regarding the Services are and shall become the sole property of Sendivo, and you hereby assign to Sendivo all right, title, and interest in and to such feedback, which Sendivo may use for any purpose without restriction or compensation to you. You grant Sendivo the right to identify you as a customer and to display your name and logo in Sendivo’s marketing and promotional materials.

32. GENERAL PROVISIONS

(a) Authority. The individual accepting these Terms represents and warrants that they have full authority to bind the entity on whose behalf they are acting.

(b) Independent Contractors. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

(c) No Reliance. You acknowledge that you have not relied on any representation, warranty, or statement not expressly set forth in these Terms.

(d) Interpretation. Section headings are for convenience only and do not affect interpretation. The word “including” means “including without limitation.” These Terms shall not be construed against either party as the drafter.

(e) Electronic Communications. You consent to receive communications and notices from Sendivo electronically, and you agree that such electronic communications satisfy any legal requirement that a communication be in writing.

33. CONTACT INFORMATION

If you have any questions regarding these Terms, please contact us at:

Sendivo, LLC
Email: [email protected]
Address: 1309 Coffeen Avenue, Suite 1200, Sheridan, WY 82801

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.