1. Agreement and Acceptance
These Terms of Service ("Terms") constitute a legally binding agreement between Telv Communications ("Telv," "we," "us," or "our"), a Delaware company, and the person or business entity ("Client," "you," or "your") that engages Telv's services or accesses the Site at telvcoms.com (the "Site").
By accessing the Site, submitting an intake form, executing a service agreement, or otherwise engaging Telv's services, you represent that:
- You have the legal authority to bind the organization on whose behalf you are acting;
- You have read, understood, and agree to these Terms; and
- You are at least 18 years of age.
If you do not agree to these Terms, do not use the Site or engage Telv's services.
2. Description of Services
Telv provides managed SMS compliance operations services to businesses, including:
- Provider path planning: Assessment and recommendation of messaging provider architecture and sender type strategy
- Registration support: Preparation and organization of evidence packages for 10DLC brand and campaign registration, toll-free number verification, short code applications, and related sender registrations
- Application handoff: Mapping of business platforms, CRM systems, and product workflows to compliant messaging programs
- Post-launch governance: Ongoing compliance monitoring, provider correspondence management, sender inventory maintenance, and documentation of program changes
- Remediation coordination: Support for provider-initiated reviews, resubmissions, and escalation processes
The specific scope, deliverables, timelines, and fees applicable to any Client engagement are set forth in a separate service agreement, statement of work, or order form ("Service Agreement") agreed to by the parties. These Terms govern all engagements and apply in addition to any Service Agreement.
3. Client Responsibilities
3.1 Accurate Information
Client agrees to provide Telv with accurate, complete, and current information about the Client's business, messaging program, consent practices, intended use case, and any other information reasonably requested by Telv for the purpose of providing services. Client acknowledges that the quality and outcome of registration and compliance work depends materially on the accuracy of the information Client provides.
3.2 Program Ownership
Client retains full ownership of and responsibility for its messaging program. Telv operates as a managed services provider and compliance advisor, not as a messaging provider, carrier, or regulatory authority. Telv prepares and organizes documentation; final submission decisions and approval outcomes are determined by the relevant providers, carriers, or registries, not by Telv.
3.3 Consent and Legal Compliance
Client is solely responsible for:
- Obtaining, documenting, and maintaining lawful consent from end users before sending commercial or promotional messages
- Ensuring all message content, disclosures, opt-in language, privacy policies, and suppression mechanisms comply with the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, carrier acceptable use policies, and all other applicable laws and regulations
- Honoring opt-out requests promptly and maintaining suppression lists
- Ensuring the messaging use case described to Telv accurately reflects the messages that will actually be sent
Telv's review of opt-in pages, disclosures, and consent language is advisory in nature. Telv's review does not constitute a legal determination of compliance and does not transfer or diminish the Client's legal obligations.
3.4 Prohibited Uses
Client agrees not to use Telv's services in connection with:
- Messaging programs that violate TCPA, CAN-SPAM, CTIA guidelines, or applicable state law
- Use cases that misrepresent the nature, source, or content of messages to providers or registries
- Programs that send unsolicited, deceptive, abusive, or harassing messages
- Illegal goods or services, phishing, fraud, or any activity that violates applicable law
- Programs using shared short codes for A2P messaging in violation of carrier policies
4. Fees and Payment
Unless otherwise specified in a Service Agreement:
- Fees are as described in the applicable Service Agreement or order form and are quoted in U.S. dollars
- Payment terms are net 15 days from invoice date unless otherwise agreed
- Late payments accrue interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date
- Disputed invoices must be raised in writing within 10 days of receipt. Undisputed amounts remain due on the original payment terms
- Expenses for third-party registration fees, carrier fees, or pass-through costs will be invoiced at cost unless included in a flat-rate agreement
Telv reserves the right to suspend services if payment is more than 30 days past due and not subject to a good-faith written dispute.
5. Intellectual Property
5.1 Telv's Property
All content, materials, methodologies, templates, checklists, and processes developed by Telv in connection with the Site or its services are the proprietary property of Telv Communications. Nothing in these Terms grants Client any license to use Telv's intellectual property except as strictly necessary to receive the services.
5.2 Client's Property
Client retains all ownership rights to its business information, messaging content, consent records, and other materials provided to Telv for use in service delivery. Client grants Telv a limited, non-exclusive license to use Client materials solely to provide the services.
5.3 Work Product
Unless expressly agreed otherwise in a Service Agreement, deliverables produced by Telv specifically for a Client engagement (e.g., registration packages, evidence summaries) are provided to the Client for their own use. Underlying methodologies, templates, and know-how used to produce such deliverables remain the property of Telv.
6. Confidentiality
Each party agrees to maintain the confidentiality of non-public information received from the other party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information").
Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice to seek a protective order.
The confidentiality obligation continues for 3 years after termination of the engagement, except with respect to trade secrets, which are protected indefinitely.
7. Disclaimers and Limitations
7.1 No Guarantee of Approval
Telv does not guarantee that any registration submission, verification request, or provider application will be approved. Registration outcomes are determined by messaging providers, carriers, and registries at their sole discretion. Telv's role is to prepare documentation that gives submissions the best reasonable chance of approval; Telv cannot control provider or registry decisions.
7.2 Advisory Nature of Compliance Review
Telv's review of opt-in flows, consent language, and message disclosures is advisory and operational in nature. It is not legal advice. Clients should consult qualified legal counsel for definitive determinations of legal compliance, particularly regarding TCPA liability, state-specific requirements, and industry-specific regulations.
7.3 Disclaimer of Warranties
THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TELV MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET ANY SPECIFIC REGULATORY OUTCOME.
7.4 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TELV BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS, ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF TELV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TELV'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CLIENT TO TELV IN THE 6 MONTHS PRECEDING THE CLAIM, OR (B) FIVE HUNDRED DOLLARS ($500).
These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise).
7.5 Indemnification
Client agrees to indemnify, defend, and hold harmless Telv, its officers, employees, and contractors from and against any claims, liabilities, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising from: (a) Client's messaging program or content; (b) Client's violation of applicable law; (c) Client's breach of these Terms; or (d) inaccurate or incomplete information provided by Client to Telv.
8. Term and Termination
8.1 Term
These Terms remain in effect for as long as Client uses the Site or maintains an active service engagement with Telv.
8.2 Termination for Convenience
Either party may terminate an ongoing service engagement upon 30 days written notice, unless a different notice period is specified in the applicable Service Agreement.
8.3 Termination for Cause
Telv may terminate any engagement immediately upon written notice if Client:
- Breaches Section 3.3 or 3.4 (compliance obligations or prohibited uses)
- Fails to cure a material breach within 10 days of written notice
- Becomes insolvent or subject to bankruptcy proceedings
- Engages in conduct that Telv reasonably believes exposes Telv to legal, regulatory, or reputational risk
8.4 Effect of Termination
Upon termination, Client's access to Telv services ends. Client remains responsible for all fees incurred through the termination date. Sections 5, 6, 7, 8.4, and 9 survive termination.
9. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.
Any dispute arising from these Terms or the services that cannot be resolved informally will be resolved through binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures. The arbitration will be conducted in Wilmington, Delaware (or remotely by mutual agreement). The arbitrator may award any relief available in court. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
The parties waive any right to a jury trial and agree not to bring or participate in any class action or representative proceeding related to these Terms.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain a breach of confidentiality obligations or infringement of intellectual property.
10. General
Entire agreement. These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior negotiations, representations, or agreements.
Amendment. Telv may update these Terms by posting a revised version to the Site with a new effective date. Material changes will be communicated to active clients by email at least 14 days before taking effect. Continued use of the services after the effective date constitutes acceptance.
Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable; all other provisions remain in full effect.
Waiver. Failure to enforce any provision is not a waiver of the right to enforce it in the future.
Assignment. Client may not assign these Terms or any rights hereunder without Telv's prior written consent. Telv may assign these Terms in connection with a merger, acquisition, or sale of assets.
Force majeure. Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, government actions, carrier outages, or network failures.
Notices. Legal notices to Telv should be sent to: Telv Communications, 800 N King Street Suite 304 - 1029, Wilmington, DE 19801, or [email protected].